As I look back on Mesa’s fiscal year 2023, I see responsiveness—responsiveness to market dynamics and responsiveness to shareholders—while holding true to our purpose Protecting the Vulnerable®—whether it’s people, products or the environment. In pursuit of our purpose, we saw opportunities in higher growth applications within the life sciences tools market and made a strategic shift toward becoming a life sciences tools company. This year we integrated Agena Bioscience, Inc., a global provider of genetic testing solutions, which we acquired last year. This was a major step in advancing our strategic plan to focus on high-growth verticals like clinical genomics that are delivering major breakthroughs in healthcare delivery.

In being responsive to shareholders, we heard your voice and responded with significant changes to our corporate governance. Following last year’s say-on-pay vote, we actively sought shareholder input, and three independent members of the Board of Directors met with shareholders representing more than half of our outstanding shares. We not only listened, but we also acted, by adopting several best practices in corporate governance, both as part of governance improvement and in direct response to our shareholders’ views:

First, we appointed a Lead Independent Director to better facilitate fluid communication between the Board and the management team and among the Board members themselves.

Second, we implemented share ownership requirements for our named executive officers to ensure that management’s interests are directly aligned with yours. We believe this adds to our culture of accountability and performance.

Third, we changed our 2024 executive compensation plan to better align executive compensation with company performance and long-term shareholder value creation. The numerous changes we made to our executive compensation plan--increasing the portion of performance shares as a percent of equity compensation, adding a total shareholder return modifier to our performance share plan, and using certain different performance metrics between our equity and bonus plans--directly address the concerns of our owners. The result is what we believe is a fair and balanced approach to executive compensation, and we have summarized the main tenets of the compensation plan in the Compensation Discussion and Analysis section of this Proxy Statement. We hope you will take a few moments to review it.

Fourth, we made our proxy disclosures more comprehensive and transparent to give you a clearer understanding of our operations, policies, and decision-making processes.

Lastly, we took another important step in our environmental, social, and governance (ESG) journey by issuing our first ESG brochure, which outlined our approach to the environment, the community, our employees, and our shareholders. While we are still early in this journey, we believe that a truly effective ESG program must focus on areas where we can make the most meaningful impact while also being appropriately scaled to our company’s size and resources. We are committed to ESG principles that engender responsible business practices and contribute to long-term, sustainable growth for our company. To enhance our ESG initiatives we have transferred oversight responsibilities to our Board of Directors.

Mesa continues our path of sustainable growth, improved profitability and shareholder value creation. We are grateful for the support of our shareholders, and we look forward to your valuable feedback, which is helping us grow and improve as a company. We remain steadfast in serving the interests of all our stakeholders and look forward to updating you on our progress.

~~Only holders of record of our common stock on July 7, 2020 (the “Record Date”), will be entitled to notice of and to vote at this Annual Meeting, and any postponements or adjournments thereof.~~

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

~~The Mesa Laboratories, Inc. Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended March 31, 2020 are available to view on the internet at:~~ ~~www.edocumentview.com/MLAB~~ or ~~www.mesalabs.com.~~

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~~Table of Contents~~

Table of Contents

Notice of Annual Meeting of Shareholders	i
~~Annual Meeting Information~~Proxy Statement Summary	1
~~Voting Securities~~	2
~~Questions and Answers about this Proxy Statement~~	2
Beneficial Ownership of Equity Securities of the Company	45
Section ~~16(A)~~16(a) Beneficial Ownership Reporting Compliance	45
~~Item~~Proposal 1. Election of Directors	56
Director Nominees ~~for Director~~	56
Corporate Governance ~~Matters~~ and ~~Committee of the~~ Board Committees	89
Director Compensation	13 15
~~Executive Officers and Compensation~~	14
~~Compensation Committee Report~~	24
~~Item~~Proposal 2. ~~Advisory Vote to Approve Executive Compensation~~	25
~~Item 3.~~ Ratification of the Appointment of Plante & Moran, PLLC as Independent Auditors	2616
Audit and Non-Audit Fees	16
Audit Committee Report	2717
Proposal 3. Advisory Vote to Approve Executive Compensation	18
Compensation Committee Report	18
Compensation Discussion and Analysis	19
Named Executive Officers	19
Executive Summary	19
Establishing and Evaluating Executive Compensation	21
Components of Executive Compensation	24
Pay versus Performance	34
Proposal 4. Approval of the Amendment to the 2021 Equity Incentive Plan	37
Proposal 5. Adoption of the Amended and Restated Articles of Incorporation	40
Proposal 6. Shareholder Proposal to Measure and Annually Present Scope 1 through 3 Greenhouse Gas Emissions	41
About the Meeting - Frequently Asked Questions	42
Certain Relationships and Related Transactions	43
Proposals of Shareholders	2743
Annual Report	2743
Other Business	2743
Availability of Annual Report on Form 10-K	44

Appendix A-1, Amended and Restated 2021 Equity Plan	A-1.1
Appendix A-2, Marked Amended and Restated 2021 Equity Plan	A-2.1
Appendix B-1, Articles of Incorporation	B-1.1
Appendix B-2, Marked Articles of Incorporation	B-2.1
Appendix C, Reconciliation of GAAP to Non-GAAP Financial Measures	C-1

Proxy for the Annual Meeting of Shareholders	292

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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.

Agenda & Voting Recommendations

Proposal	Unanimous Board Vote Recommendation	Page Reference
1. Election of six director nominees named in the accompanying Proxy Statement for a term of one year	FOR	6
2. Ratification of the selection by our Audit Committee of Plante & Moran, PLLC to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2024	FOR	16
3. Advisory vote on executive compensation	FOR	18
4. Approval of an Amendment to the 2021 Equity Incentive Plan	FOR	37
5. Adoption of the Amended and Restated Articles of Incorporation to:
5A. Remove the specific purposes of the Company	FOR	40
5B. Amend the director exculpation provisions	FOR	40
5C. Make certain non-substantive amendments to eliminate provisions that are no longer necessary	FOR	40
6. To consider and act upon a shareholder proposal, if properly presented, regarding greenhouse gas emissions	AGAINST	41

Overview of Our Director Nominees

Each of the six nominees to our Board of Directors (the “Board”) has extensive leadership and business experience and relevant expertise. All of our director nominees currently serve as directors for Mesa. For more information about our Board nominees, please see “Proposal 1 - Election of Directors.” Following Mr. Schmieder's retirement from the Board of directors effective August 25, 2023, our committee composition will be as follows.

				Current Committee Memberships
Director's Name and Principal Occupation	Age ⁽¹⁾	Director Since	Independent	Audit	Compensation	Nominating and Governance⁽²⁾
John J. Sullivan, Chairperson Retired President and CEO, Mesa Laboratories, Inc.	70	2009
Gary M. Owens President and Chief Executive Officer, Mesa Laboratories, Inc.	55	2017
Shannon M. Hall Co-Founder and Chief Operating Officer, Pow.Bio	54	2020	X		Chair	✔
Jennifer S. Alltoft SVP - Business Development and Commercialization, Sumitovant Biopharma, Ltd.	55	2019	X	✔		Chair
Shiraz S. Ladiwala, Lead Independent Director Retired SVP - Strategy and Corporate Development, Thermo Fisher Scientific	57	2021	X		✔
R. Tony Tripeny Retired Chief Financial Officer, Corning Incorporated	64	2022	X	Chair	✔

⁽¹⁾ Age as of the date of the Annual Meeting.

⁽²⁾ As allowable under Nasdaq Rule 5605, the Board has reduced the minimum committee membership on the Nominating and Governance Committee to two members. Mr. Schmieder decided not to stand for re-election. Ms. Alltoft has been appointed as chair of the Nominating and Governance committee effective August 26, 2023.

Under Nasdaq Rule 5605, we are allowed 180 days from when a committee member vacates the Audit Committee to appoint a new committee member. The Nominating and Governance Committee is searching for a seventh Board member. Once that Board member has been identified, we will evaluate and disclose our committee composition.

We believe we have the right Board to continue executing Mesa's strategy, including our goal to grow through acquisitions. It is paramount to the Nominating and Governance Committee and the full Board that Mesa has a Board composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, and have appropriate professional experience, all of which enable them to effectively represent the long-term interests of our shareholders. The Board undergoes a formalized annual self-assessment and review to ensure that it has a balanced mix of skills and attributes to best oversee its business. In addition, each of the committees of the Board evaluate performance and effectiveness on an ongoing basis. Results of the committee assessments are discussed as needed at Board meetings, and improvements identified are incorporated.

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~~Annual Meeting Information~~The following critical skills and attributes are represented among our Board members:

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~To Be Held Friday, August 28, 2020 at 10:00 a.m. Mountain Time~~The Board recognizes the need for refreshment to bring new perspectives and believes that we have a healthy mix of new and more seasoned directors, with four of the six members joining the Board within the last five years.

~~Solicitation of Proxy~~

The accompanying proxy is solicited on behalf of the Board of Directors of Mesa Laboratories, Inc. (“we”, “our”, the “Company”, or “Mesa Labs”) for use during the Annual Meeting of Shareholders (“Annual Meeting”) of Mesa Laboratories, Inc. to be held on Friday, August 28, 2020 at 10:00 a.m. Mountain Time and at any adjournment. In addition to the use of the mails, proxies may be solicited on the Company’s behalf by our Directors and employees by mail, telephone, email or in person. We may also request brokerage houses, nominees, custodians and fiduciaries to forward the soliciting material to the beneficial owners of stock held of record and will reimburse such persons for forwarding such material. We will bear the cost of this solicitation of proxies. Such costs are expected to be nominal. Proxy solicitation will commence with the mailing of this Proxy Statement on or about July 17, 2020.

Execution and return of the enclosed proxy will not affect a shareholder’s right to attend the meeting and to vote in person. Any shareholder executing a proxy retains the right to revoke it at any time prior to exercise at the meeting. A proxy may be revoked by delivery of written notice of revocation to the Secretary of the Company at or prior to the meeting, by timely execution and delivery of a later proxy or by voting the shares in person at the meeting. A proxy, when executed and not revoked, will be voted in accordance with the instructions thereon. In the absence of specific instructions, proxies will be voted by the person named in the proxy “FOR” the items described in this Proxy Statement and in accordance with the manner recommended by the Board on all matters presented in this Proxy Statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.

The enclosed proxy provides a method for shareholders to withhold authority to vote for any one or more of the nominees for director while granting authority to vote for the remaining nominees. The names of all nominees are listed on the proxy. If you wish to grant authority to vote for all nominees, check the box marked “FOR”. If you wish to withhold authority to vote for all nominees, check the box marked “WITHHOLD”. If you wish your shares to be voted for some nominees and not for one or more of the others, check the box marked “FOR” and indicate the name(s) of the nominee(s) for whom you are withholding the authority to vote by writing the name(s) of such nominee(s) on the proxy in the space provided.

~~Meeting format~~

We currently intend to hold the Annual Meeting in person. However, we are sensitive to concerns related to public health and travel and are monitoring restrictions imposed by federal, state and local governments in light of the continuously evolving COVID-19 pandemic. If, as a result of such concerns, we deem it necessary to hold the Annual Meeting solely by means of remote communication (~~i.e.~~~~, a virtual-only meeting), we will announce this decision in advance, and details will be posted on our Investor Relations website at~~ ~~www.mesalabs.com/investor-relations~~ ~~and filed as additional proxy soliciting material with the Securities and Exchange Commission.~~

~~Attending the annual meeting~~

To attend the annual meeting, you must be a shareholder on the close of business on the record date of July 7, 2020. We request that all shareholders planning to attend the Annual Meeting in person contact our Investor Relations Department at ~~investorrelations@mesalabs.com~~ by no later than August 26, 2020 to let us know that you will be attending the Annual Meeting. Attendees will be required to adhere to physical distancing and other requirements consistent with orders of the public health authorities. Please note that the use of cameras and other recording devices will not be allowed at the annual meeting.

~~Who can vote~~

If you were a shareholder of record of our common stock on July 7, 2020, you are entitled to vote in advance of the annual meeting using the 16-digit control number that appears on the Notice of Internet Availability of Proxy Materials, proxy card, or the instructions that accompanied the proxy materials. On each matter to be voted on, you may cast one vote for each share of common stock you hold. As of July 7, 2020, there were 5,102,995 shares of common stock outstanding and entitled to vote, including 600,000 shares issued in conjunction with an offering of our common stock on June 12, 2020 and 90,000 shares issued in conjunction with the full exercise of the underwriters' option to purchase additional shares on June 16, 2020.

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~~Purpose~~Governance Highlights

Strong corporate governance contributes to long-term shareholder value. Therefore, we regularly adjust our practices to ensure that they are in line with industry standards, while still allowing for the efficient operation of our niche business.

New in Fiscal Year 2023

As part of its commitment to enhancing corporate governance practices, the Board took notable governance actions since the 2022 Annual Meeting:

✔ Conducted shareholder outreach with investors

✔ Adopted share ownership requirements for named executive officers ("NEOs")
✔ Appointed Shiraz Ladiwala as Lead Independent Director

✔ Modified several components of our executive compensation program
✔ Provided oversight to management's ESG program

The following represent key elements of our corporate governance programs:

Board Composition	- We appointed a Lead Independent Director during fiscal year 2023 - 50% of our director nominees are diverse in terms of gender and/or ethnicity - All Committee members are independent
Board Governance Practices	- We conduct annual Board and committee evaluations as well as director self-assessments - All directors and officers are subject to our Code of Business Conduct and Ethics - All directors attended 100%* of Board and committee meetings held during fiscal year 2023 - The Chairperson and CEO roles are held by separate individuals - Executive sessions of independent directors are held at each Board meeting
Shareholder Rights	- All directors are elected annually by Shareholders - Shareholders have the right to call special meetings - Shareholders are entitled to fill vacancies on our Board - Shareholders may propose amendments to Articles of Incorporation without Board approval
Risk Oversight	- Our full Board has responsibility for risk oversight at the Company and receives an annual enterprise-wide risk assessment to help inform management’s decision making - Our full Board has oversight of our ESG program and is updated at least twice per year by management - Our Audit Committee has oversight of cyber security risk and receives quarterly updates from the Company’s information technology department to understand our risk profile and strategy in this area
Compensation Practices/Policies	- We have stock ownership guidelines for all directors and NEOs - Our executive compensation program links pay with corporate and individual performance - 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 sales policies

*Mr. Tripeny joined our Board in June 2022 and attended all Board and committee meetings subsequent to his appointment.

Shareholder Engagement

Our Board and Management value the perspectives of our shareholders. Our management and certain members of our Board meet with our shareholders regularly at one-on-one meetings and conferences. To further enhance our engagement and outreach efforts, and in response to the low level of support expressed by shareholders on last year’s say-on-pay vote, in fiscal 2023, our Board conducted its first formal investor outreach program focused specifically on proxy matters. We extended invitations to shareholders owning approximately 84% of our outstanding shares. Ultimately, we held meetings with shareholders owning approximately 52% of our outstanding shares.

These discussions were conducted entirely with independent members of our Board of Directors and were intended to engage proxy governance teams specifically. Shannon Hall, chair of the ~~Meeting~~

~~As stated~~Compensation Committee, participated in all of the ~~Notice of Annual Meeting of Shareholders accompanying this Proxy Statement, the business to be conducted and the matters to be considered and acted upon at the meeting are as follows:~~

1.	~~To elect the eight director nominees named in this Proxy Statement;~~

2.	~~To approve, on a non-binding advisory basis, the compensation of our named executive officers;~~

3.	~~To ratify the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the year ending March 31, 2021 (the “Ratification of Auditors”); and~~

4.	~~To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.~~

~~VOTING SECURITIES~~

~~Our voting securities consist solely of shares of common stock, no par value per share.~~meetings.

The ~~record date for shareholders entitled~~directors held these meetings to notice of and to vote at the meeting is the close of business on July 7, 2020, at which time we had 5,102,995 shares of common stock outstanding, including 600,000 shares issued in conjunction with an offeringgain a better understanding of our common stock on June 12, 2020 and 90,000 shares issued in conjunction with the full exercise of the underwriters' option to purchase additional shares on June 16, 2020; all shares are entitled to vote at the meeting. Shareholders are entitled to one vote, in person or by proxy, for each share of common stock held in their name on the record date.

A majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum at the Annual Meeting. For the election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the Board. Cumulative voting for directors or any other purpose is not allowed, and proxies cannot be voted for more than eight nominees. The Ratification of Auditors Proposal will require the affirmative vote of the holders of a majority of the common stock present or represented by proxy at the meeting and entitled to vote thereon. As an advisory vote, the proposal to approve executive compensation is not binding upon the Company. The Compensation Committee, however, which is responsible for designing and administeringshareholders' concerns regarding our executive compensation program ~~values~~and what adjustments to the ~~opinions~~executive compensation program shareholders might recommend. In addition, these meetings included other topics such as: Board and executive team composition, corporate governance disclosures, and ESG issues and related disclosures.

These discussions resulted in meaningful feedback, which our Compensation Committee Chair and Lead Independent Director shared with the entire Board. As a result of this feedback process, we have implemented changes that we believe are both responsive to shareholder concerns and appropriate for the Company.

Changes we made include:

☑

Appointing a Lead Independent Director

☑

Adopting share ownership requirements for executives

☑

Better aligning executive compensation with company performance and shareholder value creation

☑

Presenting more transparent proxy disclosures

☑

Providing Board oversight to Management's ESG programs

Please see our Compensation Discussion and Analysis for details regarding how feedback we received through our formal outreach program informed changes to our executive compensation program and our compensation-related disclosures.

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 ESG initiatives and disclosures. We believe this process will ensure that we remain focused on the issues that matter most to our shareholders. Engaging with our shareholders is a priority for us, as these conversations are important to creating long-term shareholder value and maintaining a culture of compliance and integrity.

For more information about our shareholder engagement, including the themes of our ~~shareholders~~discussions and ~~will consider~~our action items, please refer to the ~~outcome of the votes when making future compensation decisions.~~

~~Broker non-votes~~section "2022 Say-on-Pay Vote and ~~abstentions will be counted as present for purposes of determining whether a quorum is present. If a quorum is present, the directors referenced~~Shareholder Engagement" included in Proposal 1 will be elected by a plurality of the votes present and Proposal 2 (Say on Pay) and 3 (Ratification of Auditors) will be determined by the affirmative vote of a majority of the shares present or represented at the meeting and entitled to vote on the proposal. Broker non-votes and abstentions will have no effect on the outcome of any of the proposals, except that abstentions will have the effect of votes against Proposals 2 and 3.this Proxy Statement.

~~Questions and Answers About This Proxy Statement~~

The following responses to certain questions do not purport to be a complete statement of the information in this Proxy Statement and are qualified by the more complete information set forth hereinafter.

~~Who is asking for my vote?~~

The Board of Directors of Mesa Laboratories, Inc. (the "Board") is sending this Proxy Statement, the attached Notice of Annual Meeting of Shareholders and the enclosed proxy card on or about July 17, 2020 to you and all of our other shareholders of record as of the close of business on July 7, 2020. The Board of Directors is soliciting your vote for the Annual Meeting.

~~Who is eligible to vote?~~

~~Shareholders of record who own shares of our Common Stock at the close of business on July 7, 2020 are eligible to vote. Each share of Common Stock is entitled to one vote.~~

~~Why is the Annual Meeting being held?~~

The Annual Meeting is being held to elect persons to serve as directors of Mesa Labs until the next Annual Meeting, to obtain a non-binding advisory vote to approve the compensation of our named executive officers, and to ratify the appointment Plante & Moran, PLLC as our independent registered public accounting firm for the year ending March 31, 2021.

~~Might the Annual Meeting be adjourned?~~

We do not intend to seek adjournment of the Annual Meeting unless we have insufficient votes to satisfy a quorum (which requires the presence of at least a majority of the outstanding shares). If that circumstance exists, we will consider the advisability of proposing adjournment to a specific time and place. If the meeting is adjourned, we will make a public announcement.

~~Why did you send me this booklet?~~

This booklet is a Proxy Statement. It provides you with information you should review before voting on the items listed above and in the Notice of Annual Meeting of Shareholders. You are receiving these proxy materials – a booklet that includes the Proxy Statement and one proxy card – because you have the right to vote on these important items concerning your investment in Mesa Labs.

~~Table of Contents~~

~~How do I vote?~~

Shareholders of record: All shareholders of record may vote by written proxy card or in person at the Annual Meeting. Joint owners must each sign the proxy card. If you are a shareholder of record and receive a notice regarding availability of proxy materials, you may request a written proxy card by following the instructions included in the notice. All shareholders of record may also vote by touchtone telephone using the toll-free telephone number on the notice or proxy card, or through the internet using the procedures and instructions described on the Notice or Proxy Card.

~~Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee.~~ If you were a beneficial owner at the close of business on the record date, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank, or other nominee who is the stockholder of record with respect to your shares.

~~When and where will the Annual Meeting be held?~~

~~The Annual Meeting will be held at our corporate offices at 12100 West Sixth Avenue, Lakewood, Colorado 80228 (telephone 303-987-8000), on Friday, August 28, 2020 at 10:00 a.m. Mountain Time.~~

~~How does the Board of Directors recommend that I vote?~~

~~The Board of Directors recommends that shareholders vote FOR all the nominees listed and FOR Proposals 2 and 3.~~

~~How can I obtain more information about Mesa?~~

We have included an Annual Report to Shareholders with this Proxy Statement that contains additional information about Mesa Labs. In addition, information is available on our website at www.mesalabs.com and through the EDGAR filings maintained by the Securities and Exchange Commission at ~~www.sec.gov. Neither the Annual Report to Shareholders nor our website is incorporated into this Proxy Statement and they are not to be considered a part of the soliciting material.~~

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Fiscal Year 2023 Performance Snapshot

While we encountered headwinds both within our business and in the macroeconomic environment, we are proud of the obstacles we overcame and the lessons we learned in delivering solid financial performance in fiscal year 2023, in addition to making progress toward our strategic objectives. Our strategy remains consistent: continue growing our business both organically and through acquisitions, improve our operating efficiency, and continue to hire, develop, and retain top talent. As a business, we commit to our purpose of Protecting the Vulnerable® every day by taking a customer-focused approach to developing, building, and delivering our products.

Business and Financial Summary

Our record of delivering strong shareholder returns reflects our commitment to creating long-term shareholder value.

Note: Adjusted Operating Income is a non-GAAP financial measure that is calculated as GAAP operating income excluding the non-cash impact of amortization of intangible assets acquired in a business combination, stock-based compensation and impairment of goodwill and long-lived assets.

In addition to our financial performance, during fiscal year 2023, we completed the following corporate initiatives:

●

integration of Agena Bioscience, Inc., which we acquired in October 2021;

●

closed the acquisition of Belyntic GmbH;

●

capital improvements to our Lakewood, Colorado facility, which includes our corporate headquarters;

●

released our inaugural ESG brochure;

	●	management and the board engaged in robust discussions to refresh the corporate strategy;
	●	rolled out a company-wide leadership development initiative; and
	●	completed and rolled out an update of our lean operating model, the Mesa Way.

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 align the remuneration of our executive officers with the interests of Mesa's shareholders and should focus executive officer behavior on both the achievement of near-term corporate goals and long-term strategic objectives. Please review our Compensation Discussion and Analysis beginning on page 19 of this Proxy Statement for a complete understanding of our executive compensation program. Below are highlights of our executive compensation program:

We Do		We Don't
✔	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 company and individual performance factors, and longer-term equity awards subject to both time and performance-based vesting.	X	Hedge or Pledge: We do not allow employees to engage in hedging or pledging of our securities.
✔	Benefits: We offer a competitive benefits program with benefits offered to our executives on par with those offered to all our employees.	X	Excess Perquisites: We do not provide substantial perquisites to our employees, including our executive officers.
✔	Benchmark: We maintain an industry-specific peer group for annual benchmarking of executive compensation which serves as one key factor, among others, in determining appropriate compensation for our Named Executive Officers ("NEOs").	X	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.	X	Executive Retirement Benefits: We do not provide supplemental executive retirement plans, nonqualified defined contribution or deferred compensation plans to our executive officers.
✔	Double Trigger: We provide NEO severance benefits that are triggered only upon a qualifying termination of employment following a change-in-control (i.e., double trigger)	X	Guaranteed Bonuses: We do not provide guaranteed bonuses to our executive officers.
✔	Executive Share Ownership: We adopted a share ownership program for our NEOs in the first quarter of the fiscal year ending March 31, 2024 (“fiscal year 2024”).	X	Share Re-Pricing: We do not re-price stock options without shareholder approval.

Fiscal Year 2023 Performance-Based Compensation Structure

The graphs below reflect the allocation of base salary, target short-term cash incentive compensation (bonus), and target long-term equity compensation (reflected at grant date fair value) for the Company's Chief Executive Officer, and for our other NEOs. Additional NEO compensation details can be found in the Compensation Discussion and Analysis section, beginning on page 19 of this Proxy Statement.

*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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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 ~~29, 2020~~16, 2023 (unless otherwise noted), by each person known by the Company to have owned beneficially more than five percent of such shares then outstanding, by each of our executive officers and directors, 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.~~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 ~~June 29, 2020~~May 31, 2023 except as set forth below. The percentage of beneficial ownership shown in the below table is based on ~~5,102,995~~5,369,972 outstanding shares of common stock as of June ~~29, 2020.~~16, 2023. 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	Percent of Class ⁽¹⁾	Notes	Number of Shares Beneficially Owned ⁽¹⁾	Percent of Class ⁽²⁾	Notes
Beneficial holders of 5% or more of outstanding common stock
BlackRock, Inc.	704,316	13.8%	Based solely on a report on Schedule 13G/A filed on February 4, 2020. The address of BlackRock, Inc. is 55 East 52nd Street New York, NY 10055.	874,324	16.3%	Based solely on a report on Schedule 13G/A filed on January 26, 2023. The address of BlackRock, Inc. is 55 East 52nd Street New York, NY 10055.
Conestoga Capital Advisors, LLC	490,206	9.6%	Based solely on a report on Schedule 13G/A filed on January 17, 2020. The address of Conestoga Capital Advisors, LCC is 550 E. Swedesford Rd. Suite 120 Wayne, PA 19087.	605,117	11.3%	Based solely on a report on Schedule 13G/A filed on January 18, 2023. The address of Conestoga Capital Advisors, LCC is 550 E. Swedesford Rd. Suite 120 Wayne, PA 19087.
The Vanguard Group	296,237	5.8%	Based solely on a report on Schedule 13G filed on February 11, 2020. The address of The Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355	359,293	6.7%	Based solely on a report on Schedule 13G/A filed on February 9, 2023. The address of The Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355
Invesco Ltd.				232,427	4.3%	Based solely on a report on Schedule 13G/A filed on February 2, 2023. The address of Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309
Royce & Associates, LP	265,979	5.2%	Based solely on a report on Schedule 13G/A filed on January 23, 2020. The address of Royce & Associates, LP is 745 Fifth Avenue, New York, NY 10151	160,577	3.0%	Based solely on a report on Schedule 13G/A filed on January 27, 2023. The address of Royce & Associates, LP is 745 Fifth Avenue, New York, NY 10151
T. Rowe Price Associates, Inc.	237,818	4.7%	Based solely on a report on Schedule 13G/A filed on February 14, 2020. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
Directors and named executive officers
John J. Sullivan Ph.D.(3)	99,178	1.9%		73,202	1.4%
Gary M. Owens	22,800	*		96,944	1.8%
John Schmieder (4)				69,366	1.3%
John Sakys	28,362	*		27,990	*
Greg DiNoia	2,054	*
Brian Archbold	775	*		9,650	*
John Schmieder	76,476	1.5%
Robert V. Dwyer	36,753	*
Evan C. Guillemin	42,513	*
David M. Kelly	5,761	*
David Perez	275	*
Jennifer Alltoft	209	*		1,646	*
Shannon M. Hall	--	*		957	*
All executive officers and directors as a group (12 in number)	315,156	6.1%
Shiraz S. Ladiwala				405	*
R. Tony Tripeny				500	*
All executive officers and directors as a group (9 in number)				280,160	5.2%

	⁽¹⁾	The shares shown include shares that such person has the right to acquire within 60 days of May 31, 2023.
	(2)	Percentages of ownership are based upon 5,369,972 shares of common stock issued and outstanding as of June 16, 2023. 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 29, 2020~~May 31, 2023 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding ~~and beneficially owned~~ for ~~that~~the purpose of computing the percentage ownership of any other person or ~~group, but are~~group.

	(3)	Includes 44,580 shares held indirectly through a trust.
	(4)	Mr. Schmieder chose not ~~treated~~to stand for re-election to the Board; however, he was a beneficial owner of our common stock as ~~outstanding for the purpose~~ of ~~computing the percentage ownership of any other person or group.~~ May 31, 2023.

Represents less than 1one percent of the outstanding ~~Mesa Labs~~Mesa's common stock.

Section ~~16(~~a)16(a) Beneficial Ownership Reporting Compliance

Delinquent Section 16(a) Reports

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934 (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 ~~with the SEC~~ initial reports of ownership and reports of changes in ownership of our common ~~stock.~~stock with the SEC. Officers, directors, and greater than five percent shareholders are required by SEC ~~regulation~~regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, for ~~the~~fiscal years ~~ended March 31, 2019~~2023 and ~~March 31, 2020,~~2022, all required reports were filed on a timely basis under Section 16(a) of the Exchange Act, except for one late Form 5 for Mr. Dwyer for two transactions that occurred during the fiscal year ended March 31, 2019 which was filed on December 30, 2019 due to administrative error. The number of shares beneficially owned by each shareholder is determined under SEC rules and generally includes shares for which the holder has voting or investment power. The information does not necessarily indicate beneficial ownership for any other purpose. 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 March 31, 2020 are included as outstanding and beneficially owned for that person or group.Act.

Table of Contents

~~ITEM 1.~~

~~ELECTION OF DIRECTORS~~PROPOSAL 1

~~THE BOARD~~ELECTION OF ~~DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE “FOR” THE ELECTION OF SUCH NOMINEES.~~DIRECTORS

AtDirector Nominees

There are six nominees for director, all of whom are current directors of Mesa that have been nominated by the Nominating and Governance Committee and the Board for re-election. Information about the Board and each director nominee is included in this section. If elected, each of the director nominees will hold office until the 2024 Annual Meeting ~~eight directors are to be elected. Each~~ of ~~the eight director nominees elected at the Annual Meeting will commence their term at the end of the Annual Meeting~~Shareholders and until ~~the next annual meeting of the Company’s shareholders,~~his or ~~until a~~her successor has been duly elected and qualified, or until ~~such director’s~~his or her earlier death, resignation or removal.

Nominee's Name	Year First Elected Director	Position(s) with the Company
John J. Sullivan	2009	Director, Chairperson of the Board
Gary M. Owens	2017	Director, President and Chief Executive Officer
Shannon M. Hall	2020	Director
Jennifer S. Alltoft	2019	Director
Shiraz S. Ladiwala	2021	Director
R. Tony Tripeny	2022	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, if applicable, management believes its Board will be 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 ~~below~~above as ~~directors, to hold office for their term.~~directors. The person named as proxy in the ~~enclosed~~included proxy card has been designated by management and intends to vote for the election to the Board of ~~Directors of~~ the persons named ~~below,~~above, each of whom is now a director of the Company. If ~~the contingency should occur that~~ 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. Management knows of no reason ~~why~~ any nominee would be unable to serve. The information presented herein with respect to the nominees was obtained in part from the ~~respective persons,~~nominee and in part from the records of the Company.

~~Re-election of each nominee for director requires that such nominee receive a plurality~~ THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH of the ~~votes cast FOR~~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 operating details. 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.

Director Diversity

Our directors have a diverse mix of professional qualifications and skills as well as varied backgrounds and experiences that we believe contribute to a well-rounded Board, positioned to effectively oversee our Company's strategy. The Board is committed to maintaining a suite of directors who bring a wide array of qualifications, skills and attributes to our Board. The Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity, and age. We have a balance of directors who were recently appointed and tenured directors, reflecting our commitment to proactive Board refreshment.

Four of our six directors (or 67%) are independent, two (or 33%) are female, and one (or 17%) is racially diverse. For fiscal year 2024, two of our three committee chairs will be female, representative of our commitment to providing leadership positions to our diverse board members.

Board Diversity Matrix (as of June 30, 2023)*
	Female	Male
Total Number of Directors	6
Gender Identity:
Directors	2	4
Number of Directors who self-identify in any of the categories below:
African American or Black	-	-
Alaskan Native or Native American	-	-
Asian	-	1
Hispanic or Latinx	-	-
Native Hawaiian or Pacific Islander	-	-
White	2	4
Two or More Races or Ethnicities	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	-
Supplemental Self-Identification:
Persons with Disabilities	-
Military Veteran	-

*Reflective of Board members standing for re-election. Mr. Schmieder is excluded because he is not standing for re-election. As an active member of the LGBTQ+ community, Mr. Schmieder qualified as diverse.

Table of Contents

Board Accountability

Our Board operates according to the governance guidelines adopted in fiscal year 2021. The document is intended to articulate key elements of how our Board operates, such as qualifications and responsibilities of our directors and director candidates, as well as corporate governance policies in general. The guidelines are available on our website at https://investors.mesalabs.com/governance/governance-documents.

In fiscal year 2023, the Board met four times. Each of our directors attended or participated in at least 75% of the meetings of the Board of Directors and of the respective committees of which he or she is a member held during the period such director was appointed during the fiscal year 2023. Directors prepared for each meeting, as required by our guidelines by having pre-read provided materials.

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. Sixty-seven 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 5.2 years.

Board Skills 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. We continually evaluate our directors' skillsets 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.

	Key Skills & Experience
Director	Executive Leadership	Finance and Capital Markets	Strategic Planning & M&A	Life Sciences Technology & Innovation	Diversity, Equity, & Inclusion	Environmental Stewardship	Manufacturing & Commercial	Leadership Development and Mentorship	Commercial Sales & Marketing

John J. Sullivan	✔	✔	✔	✔	✔		✔
Gary M. Owens	✔		✔	✔			✔	✔	✔
Shannon M. Hall	✔		✔	✔			✔	✔	✔
Jennifer S. Alltoft			✔	✔				✔	✔
Shiraz S. Ladiwala	✔	✔	✔			✔		✔
R. Tony Tripeny	✔	✔	✔		✔	✔	✔	✔

We may consider other factors when we seek to fill certain positions on the Board; for example, when appointing an Audit Committee Chair, 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 ~~election. Abstentions and broker non-votes are not counted as votes cast and will~~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, no ~~effect on~~director has held any other public company directorship for the ~~outcome of this proposal.~~past five years.

Board Biographies

~~Nominees for Director~~

~~Election of Directors~~

At the Annual Meeting, shareholders will vote on the eight nominees, seven of whom are incumbent members of the Board, and Shannon Hall who was nominated by the Board during April 2020. Each of the incumbent directors was elected at the 2019 Annual Meeting of shareholders. Each director nominee has consented to serve if elected. If any nominee is unable to serve or will not serve for any reason, the persons designated on the accompanying form of proxy will vote for other candidates in accordance with their judgment. We are not aware of any reason the nominees would not be able to serve if elected. Mr. Dwyer, who served on the Board from 2006 until 2020 was a vital member of the board through a transformational time of growth at the Company and we extend our gratitude to him for his contributions to our success.

~~There are no family relationships among our directors, or between our directors and executive officers.~~

The ~~Board of Directors recommends a vote FOR the election of each of the director nominees.~~

~~Information about Board of Directors Nominees~~

~~The~~table below ~~table~~ sets forth biographical information and the qualifications ~~for~~of all of our director nominees and the positions held by each as of March 31, ~~2020.~~2023. The age of each director is as of ~~March 31, 2020.~~August 25, 2023, 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, ~~Labs,~~ including ~~coming prepared to~~preparing for meetings, supporting our strategic vision while asking constructive questions and productively challenging ~~management in a productive way,~~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, ~~Labs,~~ has demonstrated high integrity, strong intellectual acumen, solid business judgment, and strategic vision.

~~Unless otherwise indicated, no director has held any other directorships for the past five years.~~

Table of Contents

Directors Standing for Re-Election

John J. Sullivan		Background:	Qualifications:
Chairman of the Board of Directors ~~Age:~~67 ~~Director Since:~~~~2009~~		~~Background:~~ John J. Sullivan, Ph.D. was appointed ~~as the~~ Chairman of the Board upon his retirement from his position as Mesa's Chief Executive Officer and President in September 2017. ~~Dr. Sullivan was previously promoted to the position of Chief Executive Officer and President, in March 2009.~~ Dr. Sullivan joined us in October 2004 in the role of Vice President of Sales and Marketing and was promoted to the positions of President and Chief Operating Officer in ~~2006. In 1988,~~2009. Previously, Dr. Sullivan ~~joined Varian, Inc. (a major analytical instrument manufacturer) and served in various capacities~~held leadership positions in Research and Development, Sales and Marketing Management, and Business Development ~~until 2004. In 1982, Dr. Sullivan joined~~at Varian, Inc., a major analytical instrument manufacturer, in addition to serving as a research scientist at the U.S. Food and Drug ~~Administration’s Seattle District Laboratory as a Senior Research Scientist~~Administration and ~~worked there until 1988. From 1976 until 1980, Dr. Sullivan was employed~~ as an ~~Analytical Chemist~~analytical chemist at BioMed Research ~~Labs (an independent research and testing laboratory).~~Labs. Dr. Sullivan received his Bachelor of Science degree in Biology from Western Washington University in 1976 and a Ph.D. degree in Food Science from the University of Washington in 1982.	~~Qualifications:~~ Dr. Sullivan's leadership has resulted in many accomplishments during his ~~13-year~~14-year tenure at the Company, such as expanding revenues and profits, acquisitions of new product lines, entering multiple new markets, and expanding our international reach. Dr. Sullivan's keen leadership continues to be a driving force behind our company's innovations and expansion.
Age:	70
Director Since:	2009


Gary M. Owens		Background:	Qualifications:
President and Chief Executive Officer ~~Age:~~ 52 ~~Director Since:~~~~2017~~		~~Background:~~ Gary M. Owens joined us in April of 2017 as Chief Operating Officer and was promoted to the position of Chief Executive Officer and President in September 2017. Mr. Owens joined us in March 2017 as our Chief Operating Officer. From 2006 through March 2017, Mr. Owens ~~held several~~served in various leadership positions ~~with Danaher Corporation. From 2016 through March 2017, Mr. Owens served as Corporate Vice-President of Strategic Development for~~at Danaher Corporation and was seconded to Pall Corporation, a wholly owned subsidiary of Danaher Corporation as Commercial Integration Lead. From 2012 to 2016, Mr. Owens served as Vice-President and General Manager of Beckman Coulter Life Sciences, a wholly owned subsidiary of Danaher Corporation. From 2009 to 2012, Mr. Owens was Corporate Vice-President of Strategic Development for Danaher Corporation. From 2006 to 2009, Mr. Owens served as the Group Vice-President of Business Development for Danaher Industrial.its subsidiaries. From 1998 to 2006, Mr. Owens served in various product management, sales and business development roles for Canon Incorporated and Trilogy Software. From 1994 to 1998, Mr. Owens was a team leader for Bain & Company. Mr. Owens received his BSE in Mechanical Engineering from Tulane University in 1990 and his Master of Business Administration degree from Columbia Business School in 1994.	~~Qualifications:~~ Mr. Owens has extensive experience in business development (including acquisitions and subsequent integrations), business management, and championing continuous improvement and lean initiatives, while driving operational improvements. He provides the Board with significant experience in driving improvements in Mesa's existing business, implementing the ~~The~~ Mesa Way, and in maturing our business development program.
~~John B. Schmieder~~Age: ~~Director~~	55 ~~Age:~~51
Director Since: ~~Director Since:~~ ~~2015~~	~~Background:~~2017


Shiraz Ladiwala		Background:	Qualifications:
*Lead Independent Director*		During his 24-year career with Thermo Fisher Scientific, Mr. ~~Schmieder has experience~~Ladiwala held various progressive leadership roles in the areas of corporate ~~finance, public accounting,~~strategy and ~~investment banking,~~development and ~~is now the owner~~business operations, including as Senior Vice President of ~~multiple holistic health clinics in St. Louis, Missouri, opening the first in 2005. Between 2006~~Strategy and ~~2010, Mr. Schmieder also served as the President~~Corporate Development and ~~Treasurer~~General Manager of the Acupuncture Association of Missouri. He worked at George K. Baum & Co. and Citizens Funds (which became Sentinel Investments) from 1998 to 2003. From 1995 to 2002, Mr. Schmieder served as an equity and financial analyst at May Department Stores (now Macy’s Corporation). From 1990 to 1993, Mr. Schmieder served in various positions, including senior auditor, at Arthur Andersen & Co.Asia-Pacific. He received a ~~Bachelor of Administration~~bachelor’s degree in ~~Business degree~~commerce from the University of San Diego in 1990, a Master of Business Administration with emphasis in finance and corporate strategy from the University of Michigan-Ann Arbor in 1995 and a Master of Oriental Medicine Degree from the Massachusetts College of Pharmacy and Health Science (formerly New England School of Acupuncture) in 2005.	~~Qualifications:~~ ~~Mr. Schmieder brings expert knowledge in finance, accounting, and a keen business expertise to our Board.~~

~~Evan C. Guillemin~~ ~~Director~~ ~~Age:~~54 ~~Director Since:~~ ~~2009~~	~~Background:~~ Mr. Guillemin has served in a variety of roles including Director of Research and Associate Portfolio Manager at Select Equity Group Inc., a registered investment adviser based in New York City, since 2004. He is a principal at Select Equity Group and serves on the Management Committee of the firm. Mr. Guillemin also previously served on the Board of Directors of Shake Shack, Inc. (NYSE: SHAK), and a privately held company. Prior to joining Select Equity Group, Mr. Guillemin served as CFO of Alloy Merchandising Group Inc., the successor to Delias Inc. Mr. Guillemin was an executive and board member of Delias Inc., a Nasdaq-traded specialty retailing company. He served as CFO and then Chief Operating Officer of Delias from 1996 to 2003, when the company was acquired by Alloy Inc. He received his Bachelor of Arts degree from Yale University in 1987Bombay and a Master of Business Administration ~~degree with distinction~~ from ~~Harvard Business~~the University of Michigan Ross School ~~in 1996.~~of Business.	~~Qualifications:~~Mr. Ladiwala has extensive experience building a world class life sciences company. He brings his significant corporate strategic development experience, extensive knowledge of the life sciences, bioproduction and diagnostics industries, and a background in international business operations. Mr. Ladiwala has a leadership style characterized by cultural adaptability, strong business acumen, and financial knowledge. ~~Mr. Guillemin brings to our Board expert knowledge in finance, accounting, business strategy, capital markets, and public company corporate governance.~~
~~David M. Kelly~~Age:	57
Director Since: ~~Age:~~78 ~~Director Since:~~ ~~2010~~	~~Background:~~ Mr. Kelly currently serves as a member of the Board of Directors of Mestek (OTC: MCCK), and a privately held company, and previously served on the Board of Directors of Federated Investors, Inc. (NYSE: FII). In 1995, Mr. Kelly joined Matthews International Corporation, where he served as Chairman of the Board, Chief Executive Officer and President until his retirement in 2007. From 1972 to 1995, Mr. Kelly was with Carrier Corporation and held a variety of executive positions, in the United States and in Asia, in marketing, finance, manufacturing and operations, including President of North America operations. He received a Bachelor of Science degree in Physics from Boston College in 1964, a Master’s degree in Molecular Biophysics from Yale in 1966, and a Master of Business Administration degree from Harvard Business School in 1968.		~~Qualifications:~~ Mr. Kelly's executive experience has helped him develop outstanding skills in leading and managing strong and diverse teams of employees, and in oversight of the growth of businesses in a rapidly-evolving market. Mr. Kelly also brings us significant experience serving as an independent director of other public and privately-held companies. 2021
~~David Perez~~ ~~Director~~ ~~Age:~~ 60 ~~Director Since:~~~~2019~~	~~Background:~~ David Perez was appointed as a director on January 23, 2019. Mr. Perez currently serves as a member of the Board of Directors of three privately held companies, as well as two not-for-profit organizations. From 1999 until his retirement in 2019, Mr. Perez served in a variety of executive positions, including over 18 years as President and Chief Executive Officer at Terumo BCT and its predecessors, and served on the Terumo Corporation Board of Directors in Tokyo. Mr. Perez received a Bachelor of Arts degree in Political Science from Texas Tech University in 1981.	~~Qualifications:~~ Mr. Perez has significant experience in the medical products business, and brings the Board deep knowledge and broad experience in growing and scaling a highly regulated global medical device business, strategic planning, innovation processes, product development, manufacturing, enterprise risk management, strategic planning, talent development, and succession planning.

Jennifer S. Alltoft				Background:	Qualifications:
Director ~~Age:~~ 52 ~~Director Since:~~~~2019~~				~~Background:~~ ~~Jennifer Alltoft was appointed as a director on March 4, 2019.~~ Ms. Alltoft had a 32-year career at Pfizer, Inc., where she held multiple positions in Research and Development, Sales and Marketing, ~~Technical Support~~ and General ~~Management. In her most recent experience, she~~Management, including Global Leadership of Pfizer Inc.'s Biosimilar Division during 2019. Ms. Alltoft led ~~Pfizer’s Biosimilars business.~~Business Development and Commercialization at Sumitovant Biopharma from 2021 to June 2023 and is currently Head of Commercial Strategy and Market Development for Sumitomo Pharma America. Ms. Alltoft received a Higher National Certificate in ~~applied biology~~Applied Biology from Bromley College in 1989, and a Bachelor of Science degree in Biological Sciences from North East Surrey College of Technology in 1992.	~~Qualifications:~~ Ms. Alltoft has extensive experience in the pharmaceutical business and brings the Board expertise in sales and marketing, business development and research and development.
~~Shannon M. Hall~~ Age:⁽¹⁾ ~~Director~~ ~~Age:~~ 51	55
Director Since: ~~2020~~	2019


Shannon M. Hall				Background:	~~Shannon Hall was appointed as a director on May 11, 2020.~~ Qualifications:
*Director*				Ms. Hall currently serves on the Board of one ~~privately-held~~privately held company. Additionally, she ~~works~~has worked as an investor and advisor to multiple ~~early stage~~early-stage startups, primarily in the life sciences industry since 2018, and ~~is co-founder of Pow.bio.~~she co-founded Pow.Bio in 2019. For 25 years, she worked at Bio-Rad Laboratories in progressive roles, including over ten years in executive leadership roles. She led core businesses at Bio-Rad Laboratories, creating effective leadership teams and improving sales growth and margins in her organizations. Ms. Hall received a Bachelor of Arts in Biology from the College of Saint Benedict.	~~Qualifications:~~ Ms. Hall's 25-year tenure at Bio-Rad Labs in progressive leadership roles positions her as an invaluable member of the Board. Her experience creating growth in core product lines and contributing to key acquisitions ~~align~~aligns with ~~Mesa Labs'~~Mesa's strategy. Additionally, she brings many years of involvement and knowledge in biopharmaceutical research and development with a strong balance of technical skills and customer insight which ~~will~~ complement ~~Mesa Labs'~~Mesa's biopharmaceutical development growth strategy.

Table of Contents

~~ITEM 2~~

~~ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~Proposal 4

~~As required by Section 14A~~Approval of an Amendment to the ~~Securities Exchange Act of 1934, we~~Mesa

laboratories, Inc. 2021 equity incentive plan

INTRODUCTION

We are ~~asking~~requesting that shareholders ~~to cast~~approve an advisory vote to approve the compensation of our executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse our executive compensation programs and policies and the compensation paidamendment to our ~~executive officers. This vote is advisory and not binding on our Company or our~~2021 Equity Incentive Plan (the “2021 Plan”), increasing the number of shares available for issuance under the 2021 Plan from 330,000 shares to 660,000 shares. The amendment to the 2021 Plan was preliminarily approved by the Board of Directors ~~but in~~on May 24, 2023, subject to shareholder approval at the ~~event~~Annual Meeting.

The remaining provisions of ~~any significant vote against this proposal,~~ the 2021 Plan are not affected by the amendment, and the 2021 Plan continues to incorporate the following equity incentive plan best practices:

●

Administered by an independent committee - The amended 2021 Plan will be administered by the Compensation Committee, which is made up entirely of independent directors.

●

No liberal share counting - The amended 2021 Plan prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an option or SAR or to satisfy tax withholding requirements. The 2021 Plan also prohibits “net share counting” upon the exercise of options or stock appreciation rights ("SARs").

●

No repricing of stock options, SARs, or Other Awards- The amended 2021 Plan prohibits the direct or indirect repricing of stock options, SARs, or other awards without shareholder approval.

●

No discounted stock options or SARs - All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying common stock on the date of grant.

●

Material amendments that require shareholder approval- Shareholder approval is required prior to an amendment to the amended 2021 Plan that would (i) materially increase the number of shares available, (ii) expand the types of available awards, (iii) materially expand the class of participants eligible to participate, (iv) materially extend the term of the 2021 Plan, or (v) otherwise constitute a material change requiring shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of Nasdaq.

●

Minimum Vesting - Options, SARs, restricted stock and restricted stock unit awards will be subject to a minimum vesting or restriction period of one-year, subject to certain exceptions described in the amended 2021 Plan and the accelerated vesting upon certain events.

Reasons for Amending the 2021 Plan

The Compensation Committee and the Board believe that we must continue to offer a competitive equity incentive program to attract and retain highly-qualified officers, employees, and non-employee directors, and other key service providers. However, the current share reserve under the 2021 Plan is not sufficient to ensure consistency of our annual grant practices going forward and will ~~consider whether any actions are appropriate~~not allow us to ~~respond~~effectively provision equity incentives to ~~shareholder concerns.~~employees in acquisitions, which is a key aspect of our acquisition strategy. Accordingly, the Board has adopted the amendment to the 2021 Plan to increase the share reserve so that we may continue to offer a competitive equity incentive program going forward.

~~Executive Compensation Disclosures~~

~~We urge shareholders~~If the amendment to ~~read~~ the ~~Compensation Discussion~~2021 Plan is approved, the aggregate number of shares of common stock that will be reserved and ~~Analysis section above, which describes in more detail how our executive compensation policies and procedures are designed~~available for issuance pursuant to ~~achieve our compensation objectives, as well as~~awards under the ~~Executive Compensation section and related compensation tables and narrative, which provide detailed information on~~amended 2021 Plan will be increased by 330,000 shares. In setting the ~~compensation~~number of ~~our NEOs. The~~proposed additional shares issuable under the 2021 Plan, the Compensation Committee and the Board of Directors ~~believe~~primarily considered historical equity award granting practices, including the Company’s two-year average share usage rate. The following table reflects the effect on our equity incentive plans if we obtain shareholder approval of the amendment to the 2021 Plan.

Shares available for issuance under the 2021 Plan prior to amendment, as of June 30, 2023	757
Shares that would be added to the amended 2021 Plan	330,000
Total shares available for issuance under the amended 2021 Plan, if approved	330,757

As of June 30, 2023, there were 124,751 stock options outstanding under the Company’s equity compensation plans with a weighted average exercise price of $185.10 and a weighted average remaining term of 5.45 years. In addition, as of June 30, 2023, there were 138,738 full value awards outstanding under the Company’s equity compensation plans (PSUs calculated at target). Other than the foregoing and the 757 shares remaining available for issuance under the 2021 Plan as set forth in the table above, no other awards were outstanding or available for grant under the Company’s equity compensation plans as of June 30, 2023

If this amendment is not approved by shareholders at the Annual Meeting, no new shares will be added, and equity awards will be limited to the share reserve under the 2021 Equity Incentive Plan as currently in effect.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS TO OUR SHAREHOLDERS THAT THEY VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE MESA LABORATORIES, INC. 2021 EQUITY INCENTIVE PLAN

DESCRIPTION OF THE 2021 PLAN, AS AMENDED

The following discussion and summary of the 2021 Stock Incentive Plan as proposed to be amended is qualified in its entirety by reference to the actual text of the plan document. A copy of the 2021 Equity Incentive Plan Amendment is included as Appendix A-1 to this Proxy Statement. A copy of the 2021 Equity Incentive Plan as proposed to be amended (the “Amended 2021 Plan”), marked to show proposed changes versus the plan as currently in effect, is attached as Appendix A-2 to this Proxy Statement.

Purpose of the Amended 2021Plan

The purpose of the Amended 2021 Plan is to promote the success and enhance the value of the Company by linking the personal interests of employees, officers, and directors of the Company to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Amended 2021 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of employees, officers, and directors upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

Administration

The Board, or one or more committees consisting of directors appointed by the Board, will administer the Amended 2021 Plan. The Board intends to delegate general administrative authority for the Amended 2021 Plan to the Compensation Committee, which is comprised of directors who qualify as independent under SEC and Nasdaq rules. Except where prohibited by applicable law, a committee may delegate some or all of its authority with respect to the Amended 2021 Plan to another committee of directors or to one or more officers of the Company. For purposes of Rule 16b-3 of the Exchange Act and for grants to non-employee directors, the Amended 2021 Plan must be administered by a committee consisting solely of two or more independent directors. The appropriate acting body, be it the Board, a committee within its delegated authority, or an officer within his or her delegated authority, is referred to in this proposal as the “Administrator.”

Subject to the terms of the Amended 2021 Plan, the Administrator has broad authority under the Amended 2021 Plan with respect to award grants including, without limitation, the authority to: select the persons to whom awards are to be granted; determine the size and type of awards; determine the terms and conditions applicable to awards; approve the forms of award agreements; construe and interpret the Amended 2021 Plan and any award agreement and apply its provisions; accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards in such circumstances as the Administrator deems appropriate; adjust the number of shares of common stock subject to any award, adjust the price of any or all outstanding awards, or otherwise change previously imposed terms and conditions subject to certain limitations and approvals; determine the date of grant of awards; determine whether, and the extent to which, adjustments are required and authorize the termination, conversion, substitution, acceleration or succession of awards upon the occurrence of a change in control, merger, reorganization, stock split, or similar event; settle rights under awards in cash, stock of equivalent value, or other consideration, subject to the provision of the Amended 2021 Plan, and; determine the Fair Market Value (as defined in the Amended 2021 Plan) of the common stock or awards under this Amended 2021 Plan from time to time and/or the manner in which such value will be determined.

All decisions, interpretations and other actions of the Administrator shall be final and binding.

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Eligibility and Award Types

The Amended 2021 Plan authorizes the following types of awards to be made to employees, officers or directors, or independent contractors of the Company and its consolidated subsidiaries, as designated by the Compensation Committee:

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Stock options, which give the holder the right to purchase shares of common stock at a specified price during specified time periods. The exercise price of an option granted under the Amended 2021 Plan may not be less than the fair market value of the Common Stock on the date of grant. Stock options granted under the Amended 2021 Plan have a maximum term of ten years. The Amended 2021 Plan authorizes both incentive and nonqualified stock options. On June 30, 2023, the closing sales price of the Company’s common stock on Nasdaq was $128.50 per share.

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Stock appreciation rights, or SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of common stock on the date of exercise, over the base price of the stock appreciation right. The base price of an SAR may not be less than the fair market value of the common stock on the date of grant. SARs granted under the Amended 2021 Plan have a maximum term of ten years.

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Restricted stock, which represents common stock subject to restrictions on transferability, risk of forfeiture, and other restrictions. A participant receiving restricted stock generally has all of the rights of a shareholder as to such shares, including the right to vote and the right to receive dividends, provided, however, that dividends on unvested shares shall be accrued and shall be paid only if the restricted stock to which they relate becomes vested.

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Restricted stock units, which represent the right to receive shares of common stock (or an equivalent value in cash) in the future, subject to certain restrictions and risk of forfeiture on terms set by the Administrator. A participant receiving RSUs has no rights as a shareholder with respect to the RSUs until the shares of common stock are issued to the participant. RSUs may be granted with dividend equivalent rights that are payable only if the underlying RSUs vest. RSUs may be settled in cash if so provided in the applicable award agreement.

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Performance stock units ("PSUs") are performance-based awards that entitle the recipient to receive shares of common stock based on attainment of one or more performance goals. Each PSU shall designate a target number of shares payable under the award, with the actual number of shares earned (if any) based on a formula set forth in the award agreement related to the attainment of one or more performance goals. A participant receiving PSUs has no rights as a shareholder until the shares of common stock are issued to the participant. PSUs may be granted with dividend equivalent rights that are payable only if the underlying PSUs are earned. PSUs may be settled in cash if so provided in the applicable award agreement.

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Cash awards, including cash bonuses as discretionary awards, awards based on objective or subjective performance criteria, or awards subject to other vesting criteria.

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Other awards, including stock bonuses or similar rights to purchase or acquire shares, any similar securities or rights with a value related to common stock or returns thereon, or unrestricted stock grants.

All awards will be evidenced by a written award agreement between the Company and the participant, which will include such provisions as may be specified by the Administrator. As of June 30, 2023, there were approximately 750 employees of the Company and its consolidated subsidiaries, three officers, six non-employee directors, and various contractors who would potentially be able to eligible to receive awards under the Amended 2021 Plan.

Shares Available for Awards

Subject to adjustment as provided in the Amended and Restated 2021 Equity Incentive Plan, the aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the Amended and Restated 2021 Equity Incentive Plan would be 660,000.

Share Counting

Each share issued under the Amended 2021 Plan will reduce the number of shares available by one share.

Shares subject to awards that terminate or expire unexercised, or are cancelled, terminated, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash will become available for future grants of awards under the Amended 2021 Plan. Similarly, to the extent that the ~~policies~~full number of shares subject to a performance award is not issued by reason of failure to achieve maximum performance goals, the unearned shares originally subject to the award will be added back to the Amended 2021 Plan share reserve and ~~procedures articulated~~will again be available for issuance pursuant to awards granted under the Amended 2021 Plan. However, shares tendered or withheld to satisfy the exercise price of options or the tax withholding obligations with respect to awards, and shares covering the portion of exercised stock-settled SARs (regardless of the number of shares actually delivered), count against the share limit.

Minimum Vesting Schedule

The Amended 2021 Plan requires a minimum one-year cliff vesting schedule for all equity award types under the Amended 2021 Plan. This minimum vesting schedule will apply to at least 95% of the shares authorized for grant under the Amended 2021 Plan.

Dividends and Dividend Equivalents

Accrued dividends or dividend equivalent amounts shall not be paid unless and until the awards to which they relate become vested.

Limitations on Transfer

All awards are non-transferable and are not subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge, except by the laws of descent and distribution. Awards may be exercised only by the participant, and amounts payable or shares issuable pursuant to any award must be delivered only to or for the account of the Participant.

Treatment of Awards upon Certain Events

Termination of a Participant’s Continuous Service

The applicable award agreement governing an award will specify the treatment of such award upon the termination of a participant’s continuous service.

Change in Control

Unless otherwise provided in an award agreement or separate agreement with a participant governing an award:

If a Change of Control (as defined in such award agreement) occurs, all unvested equity awards vest immediately, all restrictions lapse, and any performance-based awards for which the performance period is not yet complete are deemed to have been earned at the higher of target level or actual performance through the date of the Change in Control, based on the performance metrics set forth in the applicable award agreement. All options or SARs that are assumed, substituted or otherwise continued as part of a Change in Control transaction will be exercisable for their full remaining term under the applicable award agreement. However, the Administrator is not required to provide for the assumption, substitution or continuation of Options or SARs and may instead provide that they be cashed out or otherwise terminated with reasonable notice and opportunity to exercise upon the Change in Control transaction. All time-vested awards other than options or SARs will be settled as soon as reasonably practicable and in all events within ten days of the Change in Control. All performance-based awards will be settled and paid to the Participant within 60 days after the Change of Control.

Adjustments

Upon or in connection with any reclassification, recapitalization, stock split, merger, arrangement, combination, consolidation, spin-off, split-up, or similar extraordinary corporate event affecting the common stock, the Administrator may make adjustments to the Amended 2021 Plan and awards as it deems appropriate and equitable in the circumstances, such as to prevent dilution or enlargement of rights immediately resulting from such transaction.

Forfeiture Events

The Company may retain the right in an award agreement to cause a forfeiture of the gain realized by a participant on account of actions taken by the participant in violation or breach of or in conflict with any restrictive covenant, confidentiality or assignment of inventions agreement or post-employment cooperation agreement with respect to the Company or any affiliate, to the extent specified in such award agreement applicable to the participant. In addition, all awards pursuant to the Amended 2021 Plan are subject to “clawback” obligations pursuant to applicable law, rules, and regulations, including Nasdaq listing rules.

Normal Retirement

Upon an employee’s normal retirement, unvested awards will generally vest immediately with respect to service requirements, all service-based restrictions thereon shall lapse, and any performance-based awards for which the performance period is not yet complete shall be deemed to have been earned at actual performance as determined at the end of the performance period in accordance with the applicable award agreement. Options will be exercisable beginning on their scheduled vesting dates and will remain exercisable for their full remaining original term. All performance-based awards and time-vested awards will also be settled and paid at the time set forth in the applicable award agreement as if employment did not terminate.

Other Reasons

The Compensation ~~Discussion~~Committee may, in its sole discretion, determine that, upon a participant’s termination of service for any reason or a change in control, all or a portion of such participant’s awards shall become fully or partially exercisable, that some or all restrictions shall lapse, and ~~Analysis~~any performance criteria may be deemed fully or partially satisfied. The Compensation Committee may discriminate among participants and among awards in exercising this discretion.

Termination and Amendment

If the Amended 2021 Plan is approved at the Annual Meeting, it will continue to terminate at the close of ten business years after the date on which it was originally approved by the Board in 2021, unless earlier terminated by the Board of Directors or the Compensation Committee.

The Board may, at any time, terminate or, from time to time, amend, modify or suspend the Amended 2021 Plan, in whole or in part. To the extent required by law or applicable stock exchange rule, or as may be required to preserve the intended tax consequences of the Amended 2021 Plan, or if deemed necessary or advisable by the Board, the Amended 2021 Plan and any amendment to the 2021 Plan shall be subject to approval by the shareholders of the Company. No amendment, suspension or termination of the Amended 2021 Plan or change of or affecting any outstanding award shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Company under any award granted under the Amended 2021 Plan.

Prohibition on Repricing

Outstanding stock options and SARs cannot be repriced, directly or indirectly, without the prior consent of the Company’s shareholders. The exchange of an “underwater” option or stock appreciation right (i.e., an option or stock appreciation right having an exercise price or base price in excess of the current market value of the underlying stock) for cash or for another award would be considered an indirect repricing and would, therefore, require the prior consent of the Company’s shareholders.

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Certain U.S. Federal Tax Effects

The following discussion is limited to a summary of the U.S. federal income tax provisions relating to the making, exercise and vesting of awards under the Amended 2021 Plan and the subsequent sale of common stock acquired under the Amended 2021 Plan. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences. The tax consequences of awards may vary depending upon the particular circumstances, and it should be noted that the income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local, and foreign tax laws.

Incentive Stock Options

If an option granted under the Amended 2021 Plan is treated as an incentive stock option, the optionee will not recognize any income upon either the grant or the exercise of the option (subject to alternative minimum tax consequences, as discussed below), and the Company will not be allowed a deduction for federal tax purposes as a result of the grant or exercise of the option. Upon a sale of the shares, the tax treatment to the optionee and the Company will depend primarily upon whether the optionee has met certain holding period requirements at the time he or she sells the shares. In addition, as discussed below, the exercise of an incentive stock option may subject the optionee to alternative minimum tax liability.

If an optionee exercises an incentive stock option and does not dispose of the shares received within two years after the date such option was granted or within one year after the transfer of the shares to him or her, any gain realized upon the disposition will be characterized as long-term capital gain and, in such case, the Company will not be entitled to a federal tax deduction upon sale of such shares.

If the optionee disposes of the shares either within two years after the date the option is granted or within one year after the transfer of the shares to him or her, such disposition will be treated as a disqualifying disposition and an amount equal to the lesser of (1) the fair market value of the shares on the date of exercise minus the exercise price, or (2) the amount realized on the disposition minus the exercise price, will be taxed as ordinary income to the optionee in the taxable year in which the disposition occurs. Such amount is not subject to withholding for federal income and employment tax purposes, even though the participant is an employee of the Company. Any gain in excess of the amount taxed as ordinary income will generally be treated as a short-term capital gain.

The exercise of an incentive stock option may subject an optionee to alternative minimum tax liability. The excess of the fair market value of the shares at the time an incentive stock option is exercised over the purchase price of the shares is included in income for purposes of the alternative minimum tax even though it is not included in taxable income for purposes of determining the regular tax liability of an employee. Consequently, an optionee may be obligated to pay alternative minimum tax in the year he or she exercises an incentive stock option.

In general, there will be no federal income tax deductions allowed to the Company upon the grant, exercise, or termination of an incentive stock option. However, if an optionee sells or otherwise disposes of stock received on the exercise of an incentive stock option in a disqualifying disposition, the Company will be entitled to a deduction for federal income tax purposes in an amount equal to the ordinary income, if any, recognized by the optionee upon disposition of the shares, provided that the deduction is not otherwise disallowed under the Tax Code.

NonqualifiedStock Options

Nonqualified stock options granted under the Amended 2021 Plan do not qualify as “incentive stock options” and will not qualify for any special tax benefits to the optionee. An optionee generally will not recognize any taxable income at the time he or she is granted a nonqualified option. However, upon its exercise, the optionee will recognize ordinary income for federal tax purposes measured by the excess of the then fair market value of the shares over the exercise price. The income realized by the optionee will be subject to income and other employee withholding taxes.

The optionee’s basis for determination of gain or loss upon the subsequent disposition of shares acquired upon the exercise of a nonqualified stock option will be the amount paid for such shares plus any ordinary income recognized as a result of the exercise of such option. Upon disposition of any shares acquired pursuant to the exercise of a nonqualified stock option, the difference between the sale price and the optionee’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year at their disposition.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of a nonqualified stock option or a sale or disposition of the shares acquired upon the exercise of a nonqualified stock option. However, upon the exercise of a nonqualified stock option, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that an optionee is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under the Tax Code.

Stock Appreciation Rights

A participant receiving a stock appreciation right will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the participant, and the Company expects that it will be allowed a corresponding federal income tax deduction at that time, provided that the deduction is not otherwise disallowed under the Tax Code.

Restricted Stock

Unless a participant makes an election to accelerate recognition of income to the date of grant as described below, the participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, provided that the deduction is not otherwise disallowed under the Tax Code. If the participant files an election under Tax Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, provided that the deduction is not otherwise disallowed under the Tax Code. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Tax Code Section 83(b) election.

Other Awards

Other awards (such as RSUs and PSUs) are generally treated as ordinary compensation income as and when common stock or cash are paid to the participant upon vesting or settlement of such awards. If the participant is an employee, this income is subject to withholding for income and employment tax purposes. The Company is generally entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient, provided that the deduction is not otherwise disallowed under the Tax Code.

Section 162(m)

Under Code Section 162(m), no deduction is generally allowed in any taxable year of the Company for compensation in excess of $1 million paid to any of the Company’s “covered employees.” A “covered employee” is any individual who has served at any time after December 31, 2016 as the Company’s chief executive officer, chief financial officer, or other executive officer whose compensation has been reported in a Company proxy statement, regardless of whether any such individual is still employed by the Company. We may be prohibited under Code Section 162(m) from deducting compensation paid pursuant to the 2021 Plan to our “covered employees.”

Section 409A

Section 409A of the Code provides certain requirements for the deferral and payment of deferred compensation arrangements. In the event that any award under the Amended 2021 Plan is deemed to be a deferred compensation arrangement, and if such arrangement does not comply with Section 409A of the Code, the recipient of such award will recognize ordinary income once such award is vested, as opposed to at the time or times set forth above. In addition, the amount taxable will be subject to an additional 20% federal income tax along with other potential taxes and penalties. It is intended, although not guaranteed, that all awards issued under the Amended 2021 Plan will either be exempt from or compliant with the requirements of Section 409A of the Code.

Tax Withholding

The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy the Company’s federal, state and local tax withholding obligations (including employment taxes) imposed by law with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Amended 2021 Plan. The Administrator may, at the time the award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by delivery of, or withholding from the award, shares having a fair market value on the date of withholding equal to the amount required to be withheld for tax purposes.

Foreign Jurisdictions

In order to foster and promote achievement of the material purposes of the 2021 Plan in foreign jurisdictions and to fairly accommodate for differences in local law, tax policy or custom, the Administrator may adopt such subplans as may be necessary or desirable to comply with provisions of the laws of any non-U.S. jurisdictions in which the Company or any affiliate may operate, in order to assure the viability of the benefits of awards made to participants located in such other jurisdictions and to further the objectives of the Amended 2021 Plan.

Benefits to Named Executive Officers and Others

If the amendment to the 2021 Plan is approved, awards will be granted at the discretion of the Administrator. Accordingly, future benefits under the Amended 2021 Plan are not determinable.

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Primary Responsibilities of the Lead Independent Director
✔	Presiding at and preparing agendas for executive sessions of the independent directors	✔	Overseeing the flow of information to the Board and disseminating appropriate information to independent directors on a timely basis
✔	Acting as liaison between the CEO, Chairperson, and independent directors	✔	Presiding at meetings of the Board for which the Chairperson is not present
✔	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 issues
✔	If requested by shareholders, he/she is available for consultation and direct communication

Compensation Committee
Chair:	Shannon M. Hall	Members:	Shiraz Ladiwala
			Tony Tripeny
Meetings in Fiscal 2023:	9	Attendance:	100% (*)

Audit Committee
Chair:	Tony Tripeny	Members:	Jenny Alltoft
			John Schmieder
Meetings in Fiscal 2023:	4	Attendance:	100% (*)

Nominating and Governance Committee
Chair:	John Schmieder*	Members:	Jenny Alltoft
			Shannon Hall
Meetings in Fiscal 2023:	2	Attendance:	100%

Compensation	Audit	Nominating & Governance
- Establishing compensation plans designed in a manner such that our executives are not incentivized to take on inappropriate risk	- Reviewing financial statements	- Overseeing risks related to composition and structure of the Board and its committees
- Ensuring the Company’s compensation practices are in the best interest of both the Company and its shareholders	- Evaluating financial and controls-related risk exposures	- Annually evaluating qualifications, independence and diversity of the members of the Board
- Assisting in succession planning for the Board and CEO, ensuring business continuity	- Reviewing related party transactions	- Providing oversight of the Company’s corporate governance
	- Evaluating the Company’s cyber security program and responses to cybersecurity threats
	- Evaluating the response of Management to reports regarding suspected violations of our Code of Ethics

	(Name of registrant as specified in its charter)



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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TO THE SHAREHOLDERS OF MESA LABORATORIES, INC.: The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Mesa Laboratories, Inc. (“we,” “our,” the “Company,” or “Mesa”) will be held on Friday, August 25, 2023, at 9:00 a.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 [■] (our “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 this Proxy Statement. Items of Business Include: 1. Election of six director nominees for a term of one year (Proposal 1); 2. Ratification of the selection by our Audit Committee of Plante & Moran, PLLC to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2024 (Proposal 2); 3. An advisory vote on executive compensation (Proposal 3); 4. Approval of an Amendment to the 2021 Equity Incentive Plan (Proposal 4); 5. Adoption of the Amended and Restated Articles of Incorporation to: A. Remove the specific purposes of the Company, B. Amend the director exculpation provisions, C. Make certain non-substantive amendments to eliminate provisions that are no longer necessary (Proposal 5); 6. To consider and act upon, if properly presented, a shareholder proposal regarding greenhouse gas emissions reporting (Proposal 6); and 7. To transact 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 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 [■] 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 produces not only cost savings associated with reduced printing and postage, but also results in a positive environmental impact tied to lower quantities of materials that will be produced and delivered to shareholders. Our 2023 proxy statement (the “Proxy Statement”), including the enclosed proxy card, and our annual report on Form 10-K (“Annual Report”) for the fiscal year ended March 31, 2023 (“fiscal year 2023”) 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”) or the Proxy Statement and enclosed proxy card, as applicable, to our shareholders on or about [■]. 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 our proxy materials, including a proxy card or voting instruction form that provides instructions on how to submit your proxy or voting instructions by mail or telephone. By Order of the Board of Directors, /s/ Gary M. Owens
[■]
Gary M. Owens
Chief Executive Officer

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

	●	determine and approve the annual base salary for our Chief Executive Officer;
	●	approve the annual base salaries and annual incentive opportunities paid to our other executive officers based on proposals from the CEO;
	●	review and make recommendations to the Board with respect to the establishment of any new incentive compensation and equity-based plans;

	●	Assisting the Board in fulfilling its responsibilities by reviewing: (i) the financial reports provided by the Company to the SEC, the Company’s shareholders, or the general public, and (ii) the Company’s internal financial and accounting controls;
	●	Reviewing proposed major changes to our auditing and accounting principles and practices;
	●	Reviewing and evaluating our system of internal control;
	●	Reviewing significant financial reporting issues raised by Management or the independent auditors;
	●	Appointing, compensating, retaining, and overseeing the independent auditors for annual audit and quarterly review work, and pre-approving audit and permitted non-audit services provided by our independent auditors;
	●	Reviewing the qualifications, independence, and performance of our independent auditors, who report directly to the Audit Committee;
	●	Reviewing quarterly earnings releases and financial statements;
	●	Understanding cyber-security risks, scheduling regular Management updates on such risks, and providing key information back to the full Board; and
	●	Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or audit matters, as well as the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

	●	Board member succession planning; and
	●	assisting the Board in conducting an annual self-assessment process, including individual director assessments.

~~Governance at Mesa Labs~~
~~Board Functions and Responsibilities~~ ●	~~● Mesa Labs’ corporate powers are exercised by or under the authority of,~~Name and ~~the business and affairs~~address of the ~~corporation managed under~~shareholder making the ~~direction~~recommendation, as they appear on the Company’s books and records, and of such record holder’s beneficial owner, if any;

~~No Overboarding~~	~~● 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.~~ ● Currently, five of our directors serve on no other boards, two of our directors serve on one other board (one public and one private), one of our directors serves on three private company boards, and one of our directors serves on one private company board.
~~Risk Management~~	~~● It is a key responsibility of the members of our senior management team to identify, assess and manage the Company’s exposure to risk.~~ ● Our Board provides oversight of the risk management process and monitors our overall risk profile. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. ● The Board receives frequent timely reports from management of our financial performance, changes in and composition of consolidated balance sheet accounts, quality assurance program effectiveness, enterprise risk management, product liability risks and status of relationships with all business constituencies including customers, employees, suppliers and government entities. ~~● The Board routinely reviews our material litigation threats, product/market strategies, and operational activities.~~ ● Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk, including environmental, social, and governance ("ESG") oversight which is the primarily the responsibility of the Nominating and Governance Committee. ~~● Our Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the following areas:~~ ~~◦oversees legal and regulatory compliance;~~ ~~◦discusses with management and the independent auditor regarding guidelines and policies with respect to risk assessment and risk management;~~ ~~◦reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures;~~ ~~◦monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk;~~ ~~◦ monitors compliance with disclosure controls and procedures; and~~ ~~◦established and maintains an anonymous whistleblower hotline to encourage early reporting of accounting irregularities or other violations of our codes of ethics.~~ ~~● We also have a separate independent hotline that employees can call administered by Employers Council.~~
~~Minimum Equity~~ ~~Ownership Guidelines~~	● Subsequent to our fiscal year ended March 31, 2020 (“FY20”), the Board adopted Governance Guidelines that includes within five years after his/her first election to the Board, each non-employee director shall acquire and continue to own a minimum of the Company common stock with a then-current market value of at least three times the current total annual director's respective compensation.
~~Board Self-Evaluation~~	~~● The Board conducts an annual self-assessment process coordinated by the Nominating and Governance Committee, including individual director assessments.~~
~~Accountability~~	● The Board met seven times during the year ended March 31, 2020. Each director attended at least 70% of the Board meetings, and at least 75% of the regular and special meetings of the committees on which they serve, either in person or telephonically. ~~● Directors are required to prepare for each meeting by reviewing materials distributed in advance.~~ ● In FY21, our Board adopted Governance Guidelines. These principles address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. ~~● We do not have a shareholder rights plan / poison pill.~~
~~Succession Planning~~	● The Compensation Committee has primary responsibility for executive succession planning, while the Nominating and Governance Committee, in conjunction with the Board Chair, is responsible for Board member succession planning.
~~Director Orientation and Development~~	~~● Orientation and training programs are established for new directors to familiarize them with Mesa Labs' products, markets, and organization, along with corporate governance issues.~~ ~~● Additional training is provided for directors in leadership roles.~~ ~~● A continuing education program for all directors has been established to keep Board members abreast of best practices in corporate governance and emerging business trends.~~
~~Code of Ethics~~	~~● We have a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees and directors.~~ ● The Code of Ethics contains written standards that are reasonably 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 accountability for adherence to the Code of Ethics. ~~● A copy of the Code of Ethics is available on our website at~~ ~~http://mesalabs.com/investor-relations~~. ● 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.

Manufacturing Quality Health and Safety		● Our manufacturing facilities are certified to the ISO 13485 or ISO/IEC 17025 standards.
Strategy Planning		● Management develops and maintains a robust strategic planning process including corporate development. ● The Board ~~regularly reviews management's~~provides input and approves Management's strategic development plans and regularly reviews progress against strategic plans as well as overseeing financial ~~objectives.~~outcomes.
Health and Safety		● We are committed to employee safety and health with our safety management program, safety training, and policies for ~~the~~ handling of hazardous materials. ● ~~In the current COVID-19 environment, we have taken additional steps to~~Our products help monitor hazardous environments, ensure the sterility of medical instruments, provide accurate and critical information, and deliver proper functioning of lifesaving medical devices. ● Our inter-departmental council holds safety meetings and has seen a decrease in injury rates in recent years. ● Our Gyrolab® Platform allows small-volume sampling techniques and sensitive immunoassay methods so that researchers can obtain a complete pharmacokinetic ("PK") profile from a single mouse, significantly reducing the number of ~~all employees including requiring the use of masks~~animals needed for pre-clinical studies, helping our customers reduce animal testing while ~~onsite, requiring employee temperature checks prior~~improving data quality. ● We are proud to ~~and following their shifts,~~pioneer technology for a healthier environment by providing convenient, reliable solutions and ensuring ~~physical~~that the machines reporting air quality indexes are accurate and ~~temporal (multiple shifts) distance between employees working onsite.~~meet the highest standards of quality and accuracy for the Environmental Protection Agency.
Environmental Sustainability		● Our operations largely consist of light assembly and calibration of instruments which inherently results in a relatively low carbon output across our facilities. ● We continuously evaluate our energy consumption in all of our facilities and pursue options to reduce our environmental impact through reduced energy consumption, including sourcing carbon free energy in our Uppsala, Sweden facility. ● Mesa follows various regulations, including the European Union’s Registration, Evaluation, Authorization, and Restriction of Chemicals ("REACH") and Restriction of Certain Hazardous Substances, which aim to prevent human and environmental risks related to certain chemicals in parts, products, and electronic and electrical waste in manufactured, distributed, and imported items in the European Union. In addition, we comply with Waste Electrical and Electronic Equipment ("WEEE") and Packaging and Packaging Waste Directive regulations. ● Our Biopharmaceutical Development division in Uppsala, Sweden primarily uses hydro, wind, and solar power and has received LEED Platinum certification. ● Our Calibration Solutions facility upgrades involved the safe removal of contaminants from the building, and features space for nearly 25% more people without increasing the size of our external footprint, enabling us to accommodate a growing workforce without significantly increasing our space and carbon usage.
Diversity and Inclusion		● We are committed to fostering and promoting ana globally diverse, inclusive, and ~~globally diverse~~fully participative work ~~environment.~~environment where all sources of talent and ideas for improvement are valued and engaged. ● We are dedicated to the principles of equal employment opportunity. We prohibit unlawful discrimination against applicants or ~~employees extending our policies and protections beyond those statutorily required (gender identification).~~ employees. ● ~~Our management~~Management is dedicated to ensuring the fulfillment of ~~these~~diversity and inclusion policies with respect to hiring, placement, promotion, transfer, demotion, layoff, termination, recruitment advertising, pay (and other forms of compensation), training, and general treatment during employment. ● ~~Two directors are female, one~~In the summer of 2021, our Human Resources team partnered with Circa to expand the scope of applicants beyond our existing job boards to reach a diverse pool of candidates across race, gender, disability, and veteran status. Circa is ~~LGBT,~~a diversity recruiting platform that helps companies like Mesa connect with a diverse pool of candidates and ~~one is Hispanic, representing over 57% of the non-executive nominees.~~ ~~● We require recruiters working with us to present candidates in the spirit of diversity and inclusion.~~make their hiring process more inclusive.
Employee Engagement		● ~~As part of~~To continue improving employee engagement, Mesa launched an initiative to enhance the ~~The~~ Mesa Way ~~we Always Learn. We ensure that improvements are sustained, enabling us~~, which involved the development of a cross-functional committee composed of employees from all job levels and divisions to ~~raise performance expectations and repeat the cycle of improvement. This strengthens~~refresh our ~~team by providing continual learning opportunities for our employees and helps us to become an employer of choice in our communities.~~ ● Employee-led and company-sanctioned groups of those who share similar interests that also promote ESG goals including exercise groups and, in this year of COVID-19 and uncertainty, a victory garden contest. values. ● We utilize employee survey tools to solicit feedback on topics related to our culture and other drivers of ~~engagements (recognition, leadership, etc.).~~ engagement such as recognition and feedback. Feedback received is discussed by the executive staff team and action plans are created to respond to feedback where appropriate. ● ~~In FY21~~Our operating model, the Mesa Way, is founded on full inclusion in decision making, for example, through daily management. ● We have an Employee Assistance Program that provides confidential counseling, financial consultation, legal consultation, educational support services, mediation services, and other resources and services at no cost to employees. ● We conduct annual salary reviews to analyze pay equity across employee demographics, and we ~~plan~~perform yearly evaluations and benchmarking analyses to ~~expand~~ensure that our ~~internal training, professional development~~total compensation stays competitive. ● Our benefits package includes a wide range of coverage and ~~employee engagement programs.~~services, including medical, prescription coverage, dental, vision, basic life and AD&D insurance, short-term and long-term disability plans, and a short-term incentive program.
Community Investment and Engagement		● We have an employee-led culture committee that includes representation from employees of all levels and across several Mesa ~~Labs~~ locations. In FY20 and into the current fiscal year, the culture committee engaged in local giveback and community efforts including making and donating masks and face shields using our 3-D printers, and donating to food banks. ● Our Bozeman facility ~~contracts with~~supports Reach Inc., a local non-profit that provides services to ~~employ~~ adults with developmental ~~disabilities~~disabilities. Mesa regularly donates to ~~reprocess our MIST media tubes~~Reach Inc. and offers volunteer and paid part-time job opportunities to adults referred by ~~emptying them out and cleaning them. In addition to supporting~~ the ~~community, this avoids disposing of the glass vials.~~organization.
Data Security and Privacy		● We maintain privacy policies, management oversight, accountability structures and technology processes designed to protect privacy and personal data. ● We maintain a data security program, including ~~regular~~quarterly reports to the Audit Committee of the Board. ● We provide annual security awareness training to all users and specialized training for personnel in key roles related to security, such as executives, human resources, finance, and others. ● Mesa supports administrative, technical, and physical safeguards and receives an annual third-party validation and continuous improvement assessment. ● In the event of a security incident, we have a formally documented incident response plan to promptly notify affected parties.
~~ESG~~ Governance		● A cross-functional working group formed in ~~FY21~~fiscal year 2023 is comprised of members of the Board and ~~management~~Management to spearhead ESG planning, strategy, and execution. ● Our ~~Nominating and Governance Committee~~full Board has ~~primary Board~~ responsibility for oversight of our ESG program. ● Strong focus on corporate governance with best practices in corporate governance (see Corporate Governance ~~at Mesa Labs~~and Board Committees on page 8)9).

	●	Review the annual audited Consolidated Financial Statements with management and the independent auditors and determine whether to recommend to the Board that they be included in our Annual Report on Form 10-K;
	●	~~Review proposed major changes to our auditing and accounting principles and practices;~~
	●	~~Review and evaluate our system of internal control;~~
	●	~~Review significant financial reporting issues raised by management or the independent auditors;~~
	●	~~Approve the compensation of the independent auditors for annual audit and quarterly review work, and pre-approve audit and permitted non-audit services provided by our independent auditors;~~
	●	~~Review of the qualifications, independence and performance of the independent auditors, who report directly to the Audit Committee;~~
	●	~~Review quarterly earnings releases and financial statements; and~~
	●	Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters as well as the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Non-Employee Director Compensation	Cash Retainer (1)		Restricted Stock Units (2)		Annual Retainer (1)		Annual Restricted Stock Units (2)
Annual Director Retainer	$	50,000	$	115,000
Committee Chair Retainer
Director Retainer:					$	60,000	$	150,000
Committee Chair Retainer:
Audit	$	10,000				10,000		-
Compensation	$	10,000				10,000		-
Nominating and Governance	$	10,000				10,000		-
Chairperson of the Board	$	20,000
Chair of the Board						45,000
Lead Independent Director						10,000		-

	⁽¹⁾	~~Cash retainers~~Retainers are paid ~~quarterly.~~ quarterly in cash, unless the director chooses to convert his or her cash retainer to an equivalent value of restricted stock units (“RSUs”). Messrs. Ladiwala and Tripeny elected to receive their retainers in RSUs for fiscal year 2023.
	⁽²⁾	~~A restricted stock unit ("RSU") represents~~RSUs represent the right to receive shares of our common stock upon ~~vesting. RSUs~~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 ~~one-year~~first anniversary of the grant date.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) ⁽¹⁾		All Other Compensation ($) ⁽²⁾		Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(g)		(h)		(b)		(c)		(g)		(h)
John Sullivan		70,000		114,871		12,000		196,871		105,000		150,099		-		255,099
Robert V. Dwyer		50,000		114,871		--		164,871
Evan C. Guillemin		60,000		114,871		--		174,871
Evan C. Guillemin ⁽²⁾										15,000		-		-		15,000
John Schmieder		60,000		114,871		--		174,871		70,000		150,099		-		220,099
David M. Kelly		60,000		114,871		--		174,871
David Perez		50,000		114,871		--		164,871
Jennifer S. Alltoft		50,000		114,871		--		164,871		60,000		150,099		-		210,099
Shannon M. Hall										70,000		150,099		-		220,099
Shiraz S. Ladiwala										-		217,550		-		217,550
R. Tony Tripeny										-		219,972		-		219,972

	⁽¹⁾	Reflects the grant date fair value under FASB Topic 718 of ~~restricted stock units~~RSUs awarded ~~for the equity portion of~~to each ~~director’s annual retainer.~~director. Each of Dr. Sullivan, Messrs. Schmieder, Ladiwala, Tripeny and ~~Messrs. Dwyer, Guillemin, Kelly, Schmieder, Perez,~~Mses. Alltoft and ~~Ms. Alltoft~~Hall received an annual non-employee director RSU award covering 754 shares on August 15, 2022. Mr. Ladiwala elected to receive his Board retainer as 301 RSUs instead of ~~477 restricted stock units~~cash, and Mr. Tripeny elected to receive his Board retainer and committee chair compensation as 351 shares of RSUs instead of cash. Each of these grants were made on ~~November~~August 15, ~~2019.~~2022. The grant date fair value of all RSUs granted to the ~~restricted stock units~~non-employee directors on August 15, 2022, was ~~$240.82~~$199.07 per unit, the closing price of our stock on ~~November~~August 15, ~~2019,~~2022, less the present value of expected dividends not received during the vesting period. The ~~restricted stock units~~RSUs awarded on August 15, 2022 vest on the first anniversary of the grant date, subject to the director’s continued service as a director through the vesting ~~date.~~date and may continue vesting based on the retiree clauses in our 2021 Equity Plan for directors who qualify as retirees. In addition, Mr. Ladiwala elected to receive compensation for his role as Lead Independent Director in the form of 40 RSUs instead of cash; his retainer was pro-rated for 3/4 of the year. The RSUs were granted on November 15, 2022, and the grant date fair value of the awards was $188.84. The awards vest on August 15, 2023. As of March 31, ~~2020,~~2022, Dr. Sullivan and ~~Messrs. Dwyer, Guillemin, Kelly, and~~Mr. Schmieder each held ~~597~~784 unvested ~~restricted stock units. Mr. Perez~~RSUs, Mses. Alltoft and ~~Ms. Alltoft~~Hall each held ~~477 unvested restricted stock units. Mr. Dwyer's 597~~754 unvested RSUs, ~~forfeited upon his retirement effective April 15, 2020.~~ Mr. Ladiwala held 1,095 unvested RSUs and Mr. Tripeny held 1,105 unvested RSUs.
	⁽²⁾	~~Dr. Sullivan receives an annual salary of $12,000~~Mr. Guillemin elected not to stand for ~~his assistance with Investor Relations~~re-election at the 2022 Shareholders' Meeting. He received cash compensation for serving on the Board for the ~~Company.~~ first quarter of fiscal year 2023, prior to the Annual Meeting.
	^Note:	No stock options were granted to members of the Board of Directors during ~~the~~fiscal year ~~ended March 31, 2020.~~2023. The aggregate number of options held by each director from previous years' grants as of March 31, ~~2020~~2023 was as follows:

Name of Director	Aggregate Number of Stock Options ~~Owned~~Held as of March 31, ~~2020~~2023
John J. Sullivan	~~49,988~~
~~Robert V. Dwyer~~	~~2,323~~
~~Evan C. Guillemin~~	~~8,090~~ 450
John B. Schmieder	~~4,450~~450
~~David M. Kelly~~ Shannon Hall	~~4,406~~
~~David B. Perez~~	---
Jennifer S. Alltoft	---
Shiraz S. Ladiwala	-
R. Tony Tripeny	-

	Year Ended March 31,
Type of Fees	2023		2022
Annual audit and quarterly review	$	909,000	$	822,659
Audit-related fees		70,575		75,728
Tax fees		92,920		62,715
All other fees		-		-
Total	$	1,072,495	$	916,102

Information about our Executive Officers
John Sakys Vice President and Chief Financial Officer Age: 5155		John Sakys joined Mesa ~~Labs~~ in October 2012 as Chief Financial Officer. From 2009 through October 2012, Mr. Sakys held several positions with The Berry Company, LLC, and its predecessor company, Local Insight Regatta Holdings, Inc., most recently as its Vice President and Chief Accounting Officer. From 2001 to 2009, Mr. Sakys was the Vice President and Chief Financial Officer of Isonics Corporation, a former Nasdaq listed company based in the Denver area. From September 2000 to April 2001, Mr. Sakys was Controller of AuraServ Communications. From July 1998 to September 2000, Mr. Sakys was Director of Financial Reporting for Media One, Inc. From December 1994 to July 1998, Mr. Sakys was an audit manager at Ernst and Young LLP. Mr. Sakys received his Bachelor of Arts degree in Business Economics with an emphasis in accounting from the University of California at Santa Barbara in 1990 and is a Certified Public Accountant.
~~Greg DiNoia~~ ~~Senior Vice President of Commercial Operations~~ ~~Age:~~55	Greg DiNoia joined Mesa Labs in November 2017 as Senior Vice President. From 2008 through November 2017, Greg held several positions with Danaher Corporation. During his Danaher tenure, Greg served as Global Vice President of Trojan Technologies, North American Vice President of Sales, Service and Customer Support at Hach, and Vice President and General Manager of North American Sales at Gilbarco Veeder Root, all of which are wholly owned subsidiaries of Danaher. From 1997 to 2008, Greg was Vice President, Americas for Metrologic Instruments. Mr. DiNoia received his Bachelor of Science degree in Biology from the College of William and Mary.
Brian Archbold Senior Vice President of Continuous Improvement Age: 5548		Brian Archbold joined Mesa ~~Labs~~ in January 2018 as Senior Vice President, Continuous Improvement. From January 2015 to 2018, Mr. Archbold worked for Quadion LLC, a global manufacturer of medical and automotive components, as Vice President of Global Operations. From September 2012 to January 2015, Mr. Archbold was Director of Operations for Beckman Coulter, part of the Danaher Corporation. Prior to Danaher, Brian was with Thermo Fisher Scientific where he held various senior leadership positions of progressive responsibility in Operations. Mr. Archbold began his career with IBM in Supply Chain Management. Mr. Archbold has a Bachelor of Science degree from Central Michigan University and his MBA from Michigan State University.

	What We Heard	What We Did
Topic	Shareholder Feedback	Changes for Fiscal Year 2024 and Beyond
Special awards to CEO	Shareholders expressed a concern with the size of a special award to our CEO outside of our annual compensation program without sufficient proxy disclosure to explain the need for such a grant. Shareholders also noted the acceleration of a previously granted award to the CEO.	The Compensation Committee considers the 2022 CEO special award as a one-time grant to address a historical gap in compensation to the peer group. The Compensation Committee will seek to avoid granting one-time awards in the future, in favor of keeping our equity awards aligned with the market based on peer group data. While not immediately foreseeable, any such awards would involve shareholder outreach, input from independent compensation consultants and robust disclosure in our Proxy Statement.
Proxy Disclosures	Shareholders expressed a desire for enhanced goal disclosure, threshold levels and ultimate achievement of short-term incentive awards and performance based restricted stock units. Comprehensive disclosure is a focus of investors, particularly for larger awards. Additionally, shareholders requested greater disclosures about how we selected our peer group, and our target payouts as compared to peer companies.	Disclosures in this proxy statement have been enhanced to better communicate our Compensation Committee's perspective on executive compensation. We believe these disclosures add transparency that will allow our investors to better understand the Compensation Committee's thought process and decision making regarding executive compensation matters.
Executive Compensation Plan Design	Shareholders expressed concern with the following elements of Mesa's historical executive compensation plan designs:	The Compensation Committee redesigned the executive compensation plan for fiscal year 2024 to address shareholder feedback (see the section "Fiscal Year 2024 Executive Compensation Program"):
	1) PSUs were not included as part of the equity award mix in fiscal year 2022.	1) PSUs comprised 45% of the equity mix in the fiscal year 2023 compensation plan. The Compensation Committee is committed to PSUs comprising at least 50% of the total equity mix beginning with the fiscal year 2024 executive compensation plan, and beyond.
	2) The performance metrics used for the short-term incentive plan were the same as those used for the PSUs awarded as part of the fiscal year 2023 compensation plan.	2) Beginning with the fiscal year 2024 executive compensation program, the short-term incentive plan and the PSU plan will have certain different performance metrics and modifiers, but will continue to be aligned with those areas that generate long-term shareholder value.
	3) The absence of total shareholder return as an incentive metric in the PSU design.	3) The 2024 PSUs include a 20% relative TSR modifier based on Mesa's TSR compared to the S&P 1500 Healthcare Index.
	4) Performance metrics used in the PSU granted in fiscal year 2023 were measured over a one-year period.	4) The performance period encapsulates three years with the addition of the three-year relative TSR modifier. Mesa continues to use a one-year measurement period for company financial performance metrics due to challenges in setting long-term targets given Mesa’s acquisitive nature. PSUs vest after three years of service.
Clawback and malus provisions	Shareholders requested that the Board introduce a clawback and malus policy that would allow repayment of incentive-based compensation that is erroneously awarded, for example, because of inaccurately reported financial results.	The Board agrees that a clawback feature should be added to its incentive-based executive compensation plans. On June 9, 2023, the SEC approved a change to NASDAQ listing standards that now requires issuers to adopt compensation clawback policies. The Board intends to fully comply with these rules, which will take effect during our fiscal year 2024.
Outreach	In light of our say-on-pay voting results, our shareholders appreciated our Board's engagement and outreach. While shareholders support our philosophy promoting pay for performance, they requested additional rigor and transparency.	The Compensation Committee carefully considered our 2022 say-on-pay result and conducted a comprehensive review of our program to identify potential areas for improvement. The Committee conducted a rigorous interview and selection process to identify a new compensation consultant and modified the long-term compensation structure for NEOs for fiscal year 2024. The Company intends to perform shareholder outreach in the future. We adopted executive share ownership guidelines in direct response to feedback from our shareholders.

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

		●	~~attract and retain high performing and experienced executives;~~Philosophy
	●Pay for Performance	- We set performance targets to align with the Company’s operational and strategic plans, tying pay to performance. - We establish performance target levels that are challenging but attainable and consistent with the business plans reviewed by the Board, so that targets appropriately motivate and incentivize Management. - Performance targets and objectives include both short-term goals to focus Management on day-to-day operations, as well as long-term goals that incentivize the long-term creation of shareholder value. - In fiscal year 2023, 87% of our CEO's compensation and 76% of our other NEOs' compensation was tied to the Company's underlying performance.
Shareholder Alignment	- Our executive compensation programs deter excessive risk taking due to the mix of compensation elements, and the variety of performance metrics, as well as PSUs structured with cliff-vesting. - The performance targets and objectives that we set align with performance that is most likely to result in attractive returns to our shareholders. - Executives are rewarded based on growth and performance separate from market factors. - The Board instituted stock ownership requirements for NEOs in June 2023.
Talent Retention	- Our executive compensation programs should enable us to attract, motivate, retain, and reward executives whose knowledge, skills and performance are critical to our ~~success;~~success. - Our compensation programs are competitive with companies in our peer group and broader industry trends.
	●Strategy	~~align the interests of our executives and shareholders by motivating executives to increase shareholder value;~~
	●	- Our executive compensation programs should foster a shared commitment among executives by coordinating their ~~goals;~~goals to the Company's overall strategy, maximizing enterprise-wide collaboration and
	●	integration. - Our executive compensation programs should align with the Company's core values, ethics, and culture. - Our executive compensation programs should motivate our executives to manage our business to meet our short-term and long-term objectives and reward them for meeting these objectives.
Flexibility	- Our executive compensation programs should allow for flexibility so that the Compensation Committee can address: -business needs from compensation -competitive issues -compensation trends in the industry -the broader economic environment -special situations that may be encountered in the recruitment, retention, and promotion of employees - Our executive compensation programs should allow for variation from year to year and should be customizable by person, depending on the circumstances.

	●	Include companies with multinational operations, including in China;
	●	Include growth companies, particularly those focused on growth through acquisitions; and
	●	Employ an approximately similar number of employees to Mesa.

	●	~~We continued to develop and implement~~ ~~The Mesa Way~~~~, which is our customer-centric, lean-based system for continuously improving and operating a set of high-margin, niche businesses.~~
	●	~~We acquired Gyros Protein Technologies on October 31, 2019, which is the largest acquisition in our company's history.~~
	●	~~Revenues increased 14% to $117.7 million, the highest in our company’s history.~~
	●	~~Adjusted operating income (“AOI”)~~⁽¹⁾ ~~decreased 7% to $23.9 million~~
	●	~~Organic revenues growth increased 2%.~~


	Year Ended
	March 31,
	2020		2019
Operating income (GAAP)	$	7,494	$	9,781
Amortization of intangible assets		10,637		7,090
Stock-based compensation expense		5,525		4,212
Impairment loss on goodwill and long-lived assets		276		4,774
Adjusted operating income (non-GAAP)	$	23,932	$	25,857

	●	~~Pay for Performance – Significant portion of our NEO pay is performance-based.~~
	●	~~No golden parachute excise tax gross-ups.~~
	●	~~All members of the Compensation Committee are independent directors.~~
	●	~~External benchmarking used for compensation decisions.~~
	●	~~Independent compensation consultant.~~
	●	~~No executive-only retirement plans.~~
	●	~~No excessive executive perks.~~

	●	~~Cardiovascular Systems, Inc.~~
	●	~~CryoLife, Inc.~~
	●	~~Inogen, Inc.~~
	●	~~Lantheus Holdings, Inc.~~
	●	~~Luminex Corporation~~
	●	~~Meridian Bioscience, Inc.~~
	●	~~Natus Medical Incorporated~~
	●	~~Neogenomics, Inc.~~
	●	~~OraSure Technologies, Inc.~~
	●	~~Repligen Corporation~~
	●	~~Surmodics, Inc.~~
	●	~~Tactile Systems Technology, Inc.~~

Executive	2020 Base Salary (as of March 31, 2020)	2019 to 2020 Increase
Gary Owens	$600,000	15%
John Sakys	$374,000	25%
Greg DiNoia	$341,285	10%
Brian Archbold ⁽¹⁾	$278,460	--

Executive	Fiscal Year 2022 Base Salary		Fiscal Year 2023 Base Salary		% Change
Gary Owens	$	620,000	$	725,000		17	%
John Sakys	$	390,000	$	435,000		12	%
Brian Archbold	$	320,000	$	385,000		20	%

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

	4.	The CEO considers how the other NEOs contributed to achievement of company goals to determine any necessary adjustment to the NEOs' IPF. Specific bonus plan award recommendations for all participants (except the CEO) are submitted by the CEO to the Compensation Committee for review and approval.
	5.	The Compensation Committee determines the size of the bonus plan awards for individual NEOs based on the Target Awards, the Company’s performance against the CPF and, in the case of executive officers other than the CEO, achievement of company goals resulting in an IPF adjustment.

Executive	Fiscal Year 2022 Target Award		Fiscal Year 2022 Target Award as a Percent of Salary			Fiscal Year 2023 Target Award		Fiscal Year 2023 Target Award as a Percent of Salary			% Change in Target Award
Gary Owens	$	620,000		100	%	$	725,000		100	%		17	%
John Sakys	$	220,000		56	%	$	239,000		55	%		9	%
Brian Archbold	$	145,000		45	%	$	208,000		54	%		43	%