UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14a

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

The Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

Novanta Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than Registrant)

Payment of Filing Fee (check the appropriate box)(Check all boxes that apply):

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

April 20, 20208, 2022

Dear Shareholder:

It is my pleasure to invite you to the annual and special meeting of shareholders of Novanta Inc. to be held virtually at 3:2:00 p.m. Eastern Time on Tuesday,Thursday, May 26, 2020. In light of the ongoing COVID-19 pandemic, and the current guidance of relevant governmental authorities not to hold gatherings of ten or more people, we strongly encourage all shareholders to 12, 2022. Shareholders may attend the annual meeting online by visiting www.virtualshareholdermeeting.com/NOVT2020.NOVT2022. You will be able to vote and ask questions online as you would if you were to attend the meeting in-person.in person.

The purposes of the meeting are toto: (i) elect the Board of Directors,Directors; (ii) approve, on an advisory basis, the Company’s executive compensation,compensation; and (iii) appoint PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, and (iv) confirm an amendment to Section 52 of the Company’s By-Law Number 1 to allow the Company to hold meetings of shareholders by means of remote participation.firm.

Information regarding the above matters is contained in the formal notice of meeting and management proxy circular on the following pages. The Novanta Inc. Annual Report for the fiscal year ended December 31, 20192021 accompanies this management proxy circular. We urge you to read the proxy materials in their entirety and to consider them carefully.

It is important that your shares be represented at the annual meeting, regardless of the size of your holdings. Accordingly, whether or not you expect to attend the meeting, we urge you to vote promptly. Note that, in light of possible disruptions in mail service related topromptly by returning the COVID-19 pandemic, we encourage shareholders to submit theirenclosed proxy form or by submitting your proxy via telephone or online as soon as possible. You may revoke your proxy at any time before it has been voted.

On behalf of the Board of Directors, I thank you for your participation.

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, MAY 26, 2020

Notice of Annual Meeting of Shareholders to be held on Thursday, May 12, 2022

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the “2020“2022 Annual Meeting”) of Novanta Inc., a New Brunswick corporation, which we refer to in this notice and in the attached management proxy circular as the Company,“Company”, will be held online at 3:2:00 p.m. Eastern Time on Tuesday,Thursday, May 26, 2020, online12, 2022, at www.virtualshareholdermeeting.com/NOVT2020NOVT2022. Certain members of the Company’s management may also participate in the meeting at the Company’s executive offices located at 125 Middlesex Turnpike, Bedford, Massachusetts 01730. In light of the ongoing COVID-19 pandemic and the current guidance of relevant governmental authorities not to hold gatherings of ten or more people, allAll shareholders and any other persons entitled to attend the 20202022 Annual Meeting are asked tomay attend online at www.virtualshareholdermeeting.com/NOVT2020 and to dial into the toll-free conference call line at 1-877-328-2502 (Canada and U.S.) or 1-412-317-5419 (international)NOVT2022. You will be able to vote and ask questions online as you would if you were to attend the meeting in-person.

in person.

The 20202022 Annual Meeting will be held for the following purposes:

Only shareholders of record as of the close of business on Wednesday, April 15, 2020Thursday, March 31, 2022 will be entitled to attend and vote at the meeting and at any postponement, continuation or adjournment thereof, provided that a subsequent transferee of shares may vote at the meeting if the transferee establishes ownership of the shares and requests not later than ten (10) days before the meeting to be added to the list of shareholders entitled to vote at the meeting.

All shareholders are requested to complete, sign, date and return the form of proxy in the enclosed envelope to Broadridge Financial Solutions Inc., Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9, Canada before 3:2:00 p.m. Eastern Time on Friday,Tuesday, May 22, 2020,10, 2022, or, if the meeting is postponed, continued or adjourned, prior to 3:2:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. If you are a shareholder of record, you may also vote by telephone or on the Internet by following the instructions on the enclosed proxy form, no later than 3:2:00 p.m. Eastern Time on Friday,Tuesday, May 22, 2020,10, 2022, or, if the meeting is postponed, continued or adjourned, prior to 3:2:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. Shareholders who vote by telephone or the Internet should not return a proxy form.

A copy of the management proxy circular and a proxy form accompany this notice. This notice, the management proxy circular, the proxy form and the Company’s 20192021 Annual Report will be forwarded on or about Wednesday,Thursday, April 29, 202014, 2022 to the holders of the Company’s common shares as of the close of business on Wednesday, April 15, 2020.Thursday, March 31, 2022.

All monetary amounts listed in the proxy circular are in U.S. dollars, unless otherwise indicated.

DATED at Bedford, Massachusetts this 208^th day of April, 2020.2022.

By Order of the Board of Directors

Table of Contents

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

MANAGEMENT PROXY CIRCULAR

Management Proxy Circular

Information concerning voting and solicitation

INFORMATION CONCERNING VOTING AND SOLICITATION

Novanta Inc., a New Brunswick corporation, which, together with its subsidiaries, we refer to in this management proxy circular as the Company,“Company”, will hold its annual and special meeting of shareholders (the “2020“2022 Annual Meeting”) online at 3:2:00 p.m. Eastern Time on Tuesday,Thursday, May 26, 2020, online12, 2022 at www.virtualshareholdermeeting.com/NOVT2020NOVT2022. You will be able to attend the 20202022 Annual Meeting by visiting www.virtualshareholdermeeting.com/NOVT2020NOVT2022 and entering yourlog in by using the 16-digit control number included in your proxy card or on the instructions that accompanied your proxy materials. Certain members of the Company’s management may also participate in the meeting at the Company’s executive offices located at 125 Middlesex Turnpike, Bedford, Massachusetts 01730. In light of the ongoing COVID-19 pandemic and the current guidance of relevant governmental authorities not to hold gatherings of ten or more people, all shareholders and any other persons entitled to attend the 2020 Annual Meeting are asked to attend online at www.virtualshareholdermeeting.com/NOVT2020 and to dial into the toll-free conference call line at 1-877-328-2502 (Canada and U.S.) or 1-412-317-5419 (international). You will be able to vote and ask questions online as you would if you were to attend the meeting in-person.in person.

This management proxy circular and the enclosed proxy form are furnished in connection with the solicitation of proxies by the Board of Directors or the Board,(the “Board”) of the Company for use at the meeting. The solicitation will be made by mail, but proxies may also be solicited personally, by telephone or by email or other electronic means by directors, officers or other employees of the Company. The cost of solicitation has been or will be borne by the Company. The Company may also pay brokers or nominees holding common shares of the Company in their names or in the names of their principals for their reasonable expenses in sending solicitation material to their principals.

The notice of the meeting, this management proxy circular, the proxy form and a copy of the Company’s annual report for the fiscal year ended December 31, 20192021 (the “2019“2021 Annual Report”) will be forwarded on or about WednesdayThursday, April 29, 202014, 2022 to the holders of the Company’s common shares as of the close of business on Wednesday, April 15, 2020Thursday, March 31, 2022 (the “Record Date”).

IMPORTANT NOTICE REGARDING

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IMPORTANT NOTICE REGARDING THE AVAILABILITY AVAILABILITY OF PROXY MATERIALS PROXY MATERIALS

FOR THE SHAREHOLDER MEETING SHAREHOLDER MEETING TO BE HELD HELD ON MAY 26, 2020 MAY 12, 2022

The Company’s Management Proxy Circular and 20192021 Annual Report
are available at

https://investors.novanta.com/annual-reports-and-proxyfinancials/annual-reports

The following proxy materials are available for review at: https://investors.novanta.com/annual-reports-and-proxyfinancials/annual-reports

Matters to Be Voted On

At the meeting, you will be entitled to vote on the following proposals:

We are not aware of any other business to be brought before the meeting. If any additional business is properly brought before the meeting, the designated officers serving as proxies will vote in accordance with their best judgment.

Board Recommendations

The Board recommends that you vote your shares as follows:

Attending the 20202022 Annual Meeting

As part of our effort to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the 2020The 2022 Annual Meeting in light of the COVID-19 pandemic, we are asking allwill be held entirely virtually. All shareholders and any other persons who are entitled to attend the 20202022 Annual Meeting tomay attend online by visiting www.virtualshareholdermeeting.com/NOVT2020NOVT2022 and log in using the 16‐digit16-digit control number included either

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on your proxy form or on the instructions that accompanied your proxy materials. Novanta is also providing a toll-free conference call line for shareholders that do not have internet access or that prefer that method, either to verbally ask a question at the 20202022 Annual Meeting or to listen in as an alternative to the webcast. Using your control number included either on your proxy form or voting instruction form, as applicable, you will be able to listen to the meeting proceedings and submit your question verbally during the meeting; however, you will not be able to vote your shares on the phone during the meeting and will have to use the online webcast for that purpose if you have not done so in advance of the meeting. To join the conference call, you must call 1-877-328-25021-888-360-3463 (Canada and U.S.) or 1-412-317-5419 1-929-512-9922 (international). If your shares are held in “street name,” as described below, you should contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. The 20202022 Annual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug‐ins.plug-ins. You should ensure you have a strong, preferably high‐speed,high-speed, internet connection wherever you intend to participate in the 20202022 Annual Meeting. The webcast 20202022 Annual Meeting allows you to attend the meeting live, submit questions and, if you are a shareholder of record, submit your vote while the 20202022 Annual Meeting is being held if you have not done so in advance of the 20202022 Annual Meeting. Please note that only holders of record will be able to vote during the 20202022 Annual Meeting. If you lose your 16-digit control number, you may join the 20202022 Annual Meeting as a “Guest”. Guests will be able to attend the 20202022 Annual Meeting through the live webcast only, by joining the webcast as a guest at www.virtualshareholdermeeting.com/NOVT2020.NOVT2022. Guests will not be able to submit questions or vote. The meeting webcast will begin promptly at 3:2:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 2:451:50 p.m. Eastern Time on May 26, 2020,12, 2022, and you should allow ample time for check-in procedures.

Appointment and Revocation of Proxies

The persons named in the enclosed proxy form are officers of the Company. A shareholder may appoint a person, to represent him or her at the meeting, other than the persons already named in the enclosed proxy form to represent him or her at the meeting by inserting the name of such other person in the blank space provided in the proxy form, online at www.proxyvote.com or by completing another proper form of proxy. Such person need not be a shareholder.The completed proxy form must be mailed in the enclosed business reply envelope to and deposited with Broadridge Financial Solutions, Inc., Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9, Canada no later than 3:2:00 p.m. Eastern Time on Friday,Tuesday, May 22, 2020,10, 2022, or, if the meeting is postponed, continued or adjourned, prior to 3:2:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. Note that, in light of possible disruptions in mail service, related to the COVID-19 pandemic, we encourage shareholders to submit their proxy via telephone or on the Internet, as described below.

If you are a shareholder of record, you may also vote by telephone or on the Internet by following the instructions on the enclosed proxy form, no later than 3:2:00 p.m. Eastern Time on Friday,Tuesday, May 22, 2020,10, 2022, or, if the meeting is postponed, continued or adjourned, prior to 3:2:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. You will need your 16‐16‐digit control number located on the form of proxy/voting instruction form. Shareholders who vote by telephone or the Internet should not return a proxy form.form by mail.

The shareholder executing the proxy form may revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy: (a) by delivering another properly executed proxy form bearing a later date and depositing it in the manner and by the deadline described above; (b) by delivering an instrument in writing revoking the proxy, executed by the shareholder or by the shareholder’s attorney authorized in writing: (i)writing at the registered office of the Company, at any time up to and including the last business day

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preceding the date of the meeting, or at any reconvened meeting following its postponement, continuation or adjournment,adjournment; (c) by voting during the 2022 Annual Meeting, if you are a shareholder of record; or (ii) with the chairman of the meeting on the day of the meeting, or at any reconvened meeting following its postponement, continuation or adjournment; or (c)(d) in any other manner permitted by law.

Voting of Proxies

The officers named in the proxy form enclosed with this management proxy circular will vote or withhold from voting the common shares of the Company in respect of which they are appointed proxy in accordance with the directions of the shareholder appointing them and, if a shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such direction, the shares will be voted:

Voting and Ownership of Shares

At the close of business on the Record Date, the Company had 35,122,06135,683,082 common shares outstanding and entitled to vote. Each share is entitled to one vote. The failure of any shareholder to receive a notice of meeting of shareholders does not deprive the shareholder of a vote at the meeting.

The following votes are required to approve each of the proposals at the meeting.

No votes may be taken at the meeting, other than a vote to adjourn, unless a quorum has been constituted consisting of the representation of at least thirty-three and one-third percent (33 1/3%) of the outstanding shares as of the Record Date. Votes will be tabulated by representativesa representative of Broadridge Financial Solutions, Inc., which is also serving as the inspectorsinspector of election or scrutineer for the meeting.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to amendments to or variations of matters identified in the notice of meeting and such other matters that may properly come before the meeting or any postponement, continuation or adjournment thereof. As of the date of this management proxy circular, the management of the Company knows of no such amendments, variations or other matters to be presented at the meeting.

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Voting for the Election of Directors

Section 65(1) of the Business Corporations Act (New Brunswick) provides for cumulative voting for the election of directors so that each shareholder entitled to vote at an election of directors has the right to cast an aggregate number of votes equal to the number of votes attached to the shares held by such shareholder multiplied by the number of directors to be elected, and may cast all such votes in favor of a single candidate or distribute them among the candidates in any manner the shareholder decides. The statute

further provides, in section 65(2), that a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution of the shareholders is passed unanimously permitting two or more persons to be elected by a single resolution. Where a shareholder has voted for more than one candidate without specifying the distribution of votes among such candidates, the shareholder shall be deemed to have divided the votes equally among the candidates for whom such shareholder voted. If a shareholder desires to distribute votes otherwiseother than equally among the nominees for whom such shareholder has directed the persons in the enclosed form of proxy to vote, such shareholder must do so personally at the meeting or by another form of proxy. On any ballot for the election of directors, the persons named in the proxy will be deemed to have cast their votes equally among all the proposed nominees, unless: (a) any nominee is excluded by the shareholder in their proxy; or (b) the shareholder has directed that the shares be withheld from voting for the election of directors.

Directors will be elected by a majority of the votes cast in the manner described above in an uncontested election. If the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled.

Counting of Votes

For purposes of determining the presence or absence of a quorum, abstentions and broker non-votes will be counted as present. With respect to the approval of any particular proposal, abstentions and broker non-votes will not be counted in determining the number of votes cast. A broker non-vote occurs when a broker submits a proxy form with respect to common shares held in a fiduciary capacity (typically referred to as being held in “street name”), but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Brokers will return your proxy as a broker non-vote if the broker does not receive voting instructions from you and if, under applicable stock exchange or other rules, the broker does not have the discretion to vote those shares on one or more of the mattersapplicable matter(s) that come before the meeting.

Virtual Meeting Considerations

AsWe believe a virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. In addition, as part of our efforts to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the 20202022 Annual Meeting, in light offollowing the COVID-19 pandemic, and to minimize the negative environmental impact from physical travels, we believe that offering shareholders the opportunity to attend and participate in the 2020 Annual Meetingholding our annual shareholder meeting via remote participation this year is in the best interest of the Company and its shareholders. A virtual meeting also enables increased shareholder attendance and participation because shareholders can participate from any location around the world. You will be able to attend the 2022 Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/NOVT2020NOVT2022. If you are a shareholder of record, you also will be able to vote your shares electronically and submit questions at the 2022 Annual Meeting by following the instructions above.

As part of the 2022 Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by shareholders during the meeting that are pertinent to the Company and the

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meeting matters, for 30 minutes after the completion of the 2022 Annual Meeting. Only shareholders that have accessed the 2022 Annual Meeting as time permits. All participantsa shareholder (rather than a “Guest”) by following the procedures outlined above in “Attending the 2022 Annual Meeting” will be permitted to submit questions during the 2022 Annual Meeting. Each shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the 2022 Annual Meeting webpage for shareholders that have accessed the 2022 Annual Meeting as a shareholder (rather than a “Guest”) by following the procedures outlined above in “Attending the 2022 Annual Meeting.”

We will have technicians ready to assist you with any technical difficulties you may have accessing the ability tovirtual meeting website, and the information for assistance will be heard by others if they dial in by phone using the toll-free conference call number for the 2020 Annual Meeting.located on www.virtualshareholdermeeting.com/NOVT2022.

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ITEMItem 1–ELECTION OF DIRECTORS

Election of Directors

The Articles of the Company provide that our Board is to be comprised of a minimum of five (5) and a maximum of fifteen (15) directors, as determined from time to time by resolution of the Board. The Board has resolved that the entire Board shall consist of nine (9)eight (8) directors.

Each nominee presented below, if elected, will serve as a director until the next annual meeting of shareholders, until his or her successor is elected or appointed, or until his or her earlier death, resignation or removal. All of the nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that a nominee is unable to serve or for good cause will not serve, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or elect to reduce the size of the Board.

The names of the nominees presented for election as directors at the 20202022 Annual Meeting are listed below, along with information regarding when they joined the Board (to the extent applicable), their present principal occupation, recent business experience and their service on other companies’ boards of directors.

All of the nominees except for Maxine L. Mauricio, currently serve on the Board. Board. There are no family relationships between any of the nominees or between the nominees and any of the Company’s officers.

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Director Nominees

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW.

Mr. Bershad has been a Director of the Company since July 23, 2010 and Chairman of the Board of Directors since July 30, 2010. Mr. Bershad was Chairman of the Board of Directors and Chief Executive Officer of Axsys Technologies, Inc. (“Axsys”), a manufacturer of surveillance and imaging equipment, from 1986 until 2009. Prior thereto, Mr. Bershad was a Managing Director of Lehman Brothers, Inc., an investment banking firm, and its predecessor firms, where he held a series of senior management positions in private equity and mergers and acquisitions. Mr. Bershad was the Chairman of the Board of Directors of EMCOR Group, Inc., a Fortune 500^® leader in mechanical and electrical construction, energy infrastructure and facilities services for a diverse range of businesses (“EMCOR”) until May 2018. Mr. Bershad has a Bachelor of Science degree from the University of Southern California and a Juris Doctorate from the University of California at Los Angeles. As a senior executive with Lehman Brothers for more than 15 years and the Chief Executive Officer of Axsys for more than 20 years, Mr. Bershad has an invaluable background in investment banking, finance and business.

Mr. Carpenter has been a Director of the Company since May 10, 2018.2018 and has served as Lead Director since May 13, 2021. Mr. Carpenter served as the Group President, Global Quality and Business Operations for Stryker Corporation (“Stryker”), a medical devices and equipment manufacturingtechnologies company, from January 2016 to March 2019. In this role, Mr. Carpenter was responsible for setting company-wide direction for quality, manufacturing, procurement and logistics strategies, as well as the oversight of Stryker’s commercial business operations in Europe, Canada, Eastern Europe, Middle East, Latin America and Africa. Mr. Carpenter served at Stryker as the Group President, Global Quality and Operations from 2011 to 2016, as the Group President, Instruments and Medical from 2008 to 2011, and as the President, Medical Division from 2006 to 2008. Mr. Carpenter began his career with Stryker in 1989, including serving as the Vice President, Global Operations. Mr. Carpenter currently serves on the board of directors of The Boler Company, Merit Medical and Orchid Orthopedics Solutions. Mr. Carpenter holds a Bachelor of Science degree from the United States Military Academy at West Point. Mr. Carpenter’s significant executive operating and commercial experience in the medical technology industry, as well as his broad business background in global manufacturing, engineering, supply chain, quality assurance, and regulatory affairs, provides the Board with greater insight into the healthcare industry.

Ms. DiSanzo has been a Director of the Company since May 9, 2019. Ms. DiSanzo has served as a Harvard University Advanced Leadership Initiative Fellow since December 2018. From September 2015 to December 2018, Ms. DiSanzo served as General Manager of IBM Watson Health at International Business Machines Corporation (“IBM”), the IBM business unit dedicated to health
Matthijs Glastra
Chair and healthcare analytics and artificial intelligence. From 2001 to December 2014, Ms. DiSanzo held various roles at Koninklijke Philips N.V. (“Philips”), a technology company, most recently as Chief Executive Officer of the Philips’ Healthcare division (“Philips Healthcare”) from April 2012 to December 2014 and prior to that as Executive Vice President over several business units within Philips Healthcare. Prior to Philips Healthcare, Ms. DiSanzo held senior roles at Heartstream, Incorporated (now part of Philips Healthcare), a medical device company, and Hewlett-Packard Company, an information technology company. Ms. DiSanzo currently serves on the Board of Directors of AstraZeneca PLC where she is a member of the Audit Committee and previously served on the Board of Directors of ReWalk Robotics Ltd. from 2015 to 2018. Ms. DiSanzo also serves on the Board of Directors of Project Hope where she is a member of the Audit Committee. Ms. DiSanzo has a Bachelor of Science degree from Merrimack College and an MBA from Babson College. As a senior executive in the healthcare industry for more than 25 years, Ms. DiSanzo brings significant leadership, operational and healthcare industry experience that is valuable to the Board as the Company continues to execute its plan to increase sales to medical end markets. Ms. DiSanzo’s presence on the Board also enhances the Board’s gender diversity.

Mr. Glastra was appointed Chair of the Company’s Board of Directors on May 13, 2021 and has served as the Company’s Chief Executive Officer onand as a director since September 1, 2016. Mr. Glastra joined Novanta Inc. in 2012 as a Group President and was appointed the Company’s Chief Operating Officer in February 2015. Prior to Novanta, Mr. Glastra led and grew global technology businesses in advanced industrial and medical end markets during an 18-year career with Philips, both in Europe and in Silicon Valley. At Philips, Mr. Glastra served as Chief Executive Officer of Philips Entertainment Lighting in 2012 and as Chief Operating Officer of Philips Lumileds from 2007 to 2012. Prior to that, Mr. Glastra held multiple General Manager and Vice President positions at the Philips Healthcare, Semiconductor and Lighting divisions from 1994 to 2007. Mr. Glastra also served as Director of Corporate Strategy in the Philips corporate headquarters. Mr. Glastra, a Dutch citizen, holds a Master of Science degree in Applied Physics from Delft University of Technology in Delft, Netherlands, an Advanced Engineering Degree from ESPCI in Paris, France, and an MBA from INSEAD in Fontainebleau, France. Mr. Glastra’s more than 25 years of leadership and executive operating experience in Original Equipment Manufacturer based technology businesses in advanced industrial and medical end markets, and his intimate knowledge of the Company’s businesses provide valuable insight to the Board in formulating and executing the Company’s strategy.

Mr. King has been a Director of the Company since May 10, 2017. Mr. King ishas served as Executive Chairman of Vander-Bend Manufacturing since March 2022, a senior advisor toprovider of design, prototype, and scale manufacturing solutions across the full product life cycle serving medical technology and other high growth industries; and has served on the board of directors of the Swiss based Acrotec Group since July 2021, a Carlyle Group portfolio company with a focus on the precision machining of components for the luxury watch, medical technologies and industrial segments. Previously Mr. King was the President and Chief Executive Officer and a board member of Viant Medical, LLC, a private global services provider to the medical device industry, where he served as the President and Chief Executive Officer from May 2017 to July 2019.2019 and Strategic Advisor to the Board from August 2019 to April 2021. From June 2015 to March 2017, Mr. King served as an Operating Advisor for Thomas H Lee Partners, a Boston based private equity firm. From June

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2014 to June 2015, Mr. King served as Chief Transformation Officer and Chief Operating Officer at DePuy Synthes, a Johnson & Johnson company, which designs and manufactures orthopedic and neurological devices and supplies. From 2004 to 2014, Mr. King served in various executive positions at Covidien, formerly Tyco Healthcare, a global healthcare products company and manufacturer of medical devices and supplies, which was later acquired by Medtronic. At Covidien, Mr. King served as Group President, Emerging Markets (2010-2014), President, Covidien Asia (2008-2010), Senior Vice President, Global Operations and Quality (2005-2008), and Vice President, Operational Excellence (2004-2005). Mr. King previously served on the board of directors of FrontRunnerHC, PCI Pharma Services, Houston Street Exchange, Inc., and B&C Research Corporation, all privately held entities. Mr. King holds an MBA from Harvard Business School, Master of Science from the Pennsylvania State University, and Bachelor of Science from the United States Naval Academy. Mr. King’s 25 years of executive operating experience, the majority of which was spent in the healthcare industry, as well as his broad global business background in commercial development, R&D, manufacturing, engineering, supply chain, quality assurance, and regulatory affairs, provides the Board with greater insight into the healthcare industry.

Mr. Lamel has been a Director of the Company since July 23, 2010. Mr. Lamel has served as Chief Financial Officer of Act II Global Acquisition Corp. (“Act II”), a special purpose acquisition company, sincefrom December 2018.2018 to June 2020. Mr. Lamel was Senior Advisor to the CEO (from September 2013 to August 2014) and Executive Vice President and Chief Financial Officer (from October 2001 to August 2013) of The Hain Celestial Group, Inc. (“Hain”), a leading natural and organic food and personal care products company operating in North America and Europe. Prior to joining Hain in October 2001, Mr. Lamel was an audit partner in the New York area practice of Ernst & Young LLP. He retired from Ernst & Young LLP after a 29-year career. Mr. Lamel currently serves on the board of directors of Whole Earth Brands, Inc. (Nasdaq – FREE), successor to Act II, where he is the chair of the audit committee and a member of the compensation committee, and GP-Act III Acquisition Corp., a special purpose acquisition company co-sponsored by GP Investments and Irwin Simon. Mr. Lamel brings to the Company’s Board of Directors extensive financial, accounting and auditing expertise, including an understanding of accounting principles, internal controls, financial reporting rules and regulations and financial reporting processes acquired over the course of his career.

Ms. Mauricio ishas been a nominee for Director of the Company.Company since May 26, 2020. Ms. Mauricio has served as the Senior Vice President, General Counsel and Secretary of EMCOR Group Inc.(“EMCOR”), a provider of facilities construction and industrial services, since January 2016. Ms. Mauricio has been an Executive Vice President of EMCOR since February 2021 and was a Senior Vice President from January 2016 to February 2021. From January 2012 to December 2015, Ms. Mauricio was Vice President and Deputy General Counsel of EMCOR, and from May 2002 to December 2011, she served as EMCOR’s Assistant General Counsel. Prior to joining EMCOR, Ms. Mauricio was an associate at Ropes & Gray LLP. Ms. Mauricio received her bachelor’s degree summa cum laude from Dartmouth College and graduated cum laude from Harvard Law School. Currently, Ms. Mauricio is a member of the Native American Visiting Committee of Dartmouth College and the Board of Visitors of the Nelson A. Rockefeller Center for Public Policy and the Social Sciences. Ms. Mauricio brings to the Company’s Board of Directors extensive corporate governance, legal, cybersecurity leadership and compliance expertise acquired at a global Fortune 500 company. Ms. Mauricio’s presence on the Board also enhances the Board’s gender and ethnic diversity.

Mr. Romeo

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Katherine A. Owen
Director

Ms. Owen has been a Director of the Company since June 14, 2012. Mr. Romeo served as Senior Vice President and Chief Financial Officer of Thor Industries, Inc. (NYSE: THOR), a leading manufacturer of recreational vehicles, commercial buses and ambulances, from February 2013 to October 2013. From 2004 to 2011, Mr. Romeo24, 2021. Ms. Owen served as Vice President and Advisor to the Chief FinancialExecutive Officer of IDEXStryker Corporation, (NYSE: IEX), a leading global manufacturer of pump products, dispensing equipment,medical technologies company, from June 2020 to March 2021 and other engineered products. Prior to joining IDEX, Mr. Romeo served in several financial leadership positions at Honeywell International, Inc., a diversified technology and manufacturing company that services customers globally, including Vice President and Chief Financial Officer of Honeywell Aerospace from 2001 to 2004; Vice President and Chief Financial Officer of Honeywell International’s Engine Systems and Services divisions from 1999 to 2001; and various other senior finance positions from 1994 to 1999. Mr. Romeo also served as Vice President of FinanceStrategy and Investor Relations at Stryker from 2007 to 2020, where she was responsible for AAR Trading, an aircraft productsoverseeing the strategic planning and services provider, from 1992business development processes, as well as investor relations. Prior to 1994, and held multiple financial roles in audit and financial planning for GE Aircraft Engines, a subdivision of the General Electric Company, from 1987 to 1992. Mr. Romeo currently serves on the board of Spartan Motors, Inc. (NASDAQ: SPAR), a global leader in specialty chassis and vehicle design, manufacturing and assembly. Mr. Romeothat, Ms. Owen served on the Board of Directors of BBB Industries, an automotive parts manufacturer held by Pamplona Capital Management, from 2015 to 2018; and on the Board of Directors and as a member of the Audit Committee of Federal Signal Corporation,medical technology analyst at Merrill Lynch. She previously served as a leading global designermedical technology analyst at Cowen & Co./SG Cowen. Ms. Owen also worked as a corporate lending analyst at State Street Bank and provider of safety and security products and solutions, from 2010 to April 2013. Mr. Romeo hasan underwriter at Chubb Insurance Corporation. Ms. Owen holds a Bachelor of Arts degree in both Accountingeconomics from the University of Massachusetts at Amherst and Business Administrationan MBA from Manchester University. Mr. RomeoBoston College. Ms. Owen brings to the Company’s Board of Directors extensive expertise in financeexperience and accounting for several global industrial manufacturers, as well as experience in efficiently adapting company operations to changing market conditions.valuable insights on corporate development, strategy, and investor relations.

Mr. Secor has been a Director of the Company since June 14, 2012. Mr. Secor has been Managing Director of Morningside Heights Capital, an investment firm, since March 2012. From April 2007 until March 2012, Mr. Secor was employed by Goldman Sachs & Co, where he worked with Liberty Harbor, an absolute-return investment fund. While at Liberty Harbor, Mr. Secor focused on the fund’s fundamental investment strategies, including debt and equity transactions. From 2005 until March 2007, Mr. Secor was a Director and member of the legal group at Amaranth Advisors, an investment advisor. From 1998 until 2005, Mr. Secor was an attorney with Cleary, Gottlieb, Steen & Hamilton where he specialized in corporate and securities law. Mr. Secor received his B.A.,Bachelor of Arts degree, cum laude, from Pomona College and his J.D.,Juris Doctorate, cum laude, from the University of Chicago Law School. Mr. Secor brings to the Company’s Board of Directors more than 20 years of experience in strategic transactions, corporate finance and profit management across a wide range of industries, as well as extensive corporate governance experience.

Frank A. Wilson

Director

Mr. Wilson has been a Director of the Company since May 13, 2021. Mr. Wilson served most recently as Chief Financial Officer and Senior Vice President of PerkinElmer, Inc.(“PerkinElmer”), a life sciences diagnostics, discovery and analytical solutions company, from 2009 until his retirement in 2018. Prior to joining PerkinElmer, Mr. Wilson held key business development and finance roles for over 12 years at Danaher Corporation, a global science and technology conglomerate, including the position of Corporate Vice President of Investor Relations. Earlier in his career, Mr. Wilson worked for several years at AlliedSignal, Inc., now Honeywell International Inc., where he served as Vice President of Finance and Chief Financial Officer for the Commercial Avionics Systems division. Prior to Allied Signal, he held financial and controllership positions of increasing responsibility at PepsiCo Inc., as well as roles at E.F. Hutton and Company and KPMG LLP. Mr. Wilson is a member of the board of directors of Alkermes plc, a public fully integrated, global biopharmaceutical company, and Cabot Corporation, a public global specialty chemicals and performance materials company. From 2015 to early 2019, Mr. Wilson served as a member of the board of directors of Sparton Corporation, a provider of complex and sophisticated electromechanical devices, where he also served as the chair of the audit committee and chair of the board. Mr. Wilson is a Certified Public Accountant. Mr. Wilson brings to the Company’s Board of Directors extensive experience and expertise in financial management and business growth strategy from a variety of global industries.  

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ITEMItem 2–aDVISORY VOTE ON THEAdvisory Vote on the

COMPANY’S EXECUTIVE COMPENSATIONCompany’s Executive Compensation

Background

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 provides our shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (which(“NEOs”), which currently consist of our Chief Executive Officer, Chief Financial Officer, and Chief Human Resources Officer),Officer, as disclosed in this management proxy circular in accordance with the SEC’s rules. The Company has held a “say-on-pay” advisory vote every year since 2013 and following the advisory vote regarding the frequency of future “say-on-pay” votes held in 2019, the Company has determined to continue to hold the “say-on-pay” advisory vote every year until the next such advisory “say-on-pay” frequency advisory vote. The next “say-on-pay” advisory vote following this one will occur at the 20212023 annual meeting of shareholders.

Summary

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our shareholders to provide advisory approval of the compensation of our named executive officers as such compensation is described in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in this management proxy circular, beginning on page 22.34.

Our executive compensation programs are designed to provide a compensation package that incentivizes and retains a highly qualified executive team and rewards both short-term and long-term sustainable performance as measured against established goals. Our executive compensation program seeks to promote this philosophy primarily through a combination of the following types of compensation: base salary, cash incentive awards and long-term equity-based incentive awards in the form of both service-based vesting restricted stock units (“restricted stock units” or “RSUs”) and performance-based vesting performancerestricted stock units (“performance stock units” or “PSUs”). Note that forward-looking performance targets are not disclosed due to competitive reasons. The following is a summary of some of the key points of our executive compensation program. We urge our shareholders to review the “Compensation Discussion and Analysis” section of this management proxy circular and the tabular disclosures following such section for more information.

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Pre-Approval

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Pre-approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. This policy generally provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the serviceservices in advance, or the engagement is entered into pursuant to the pre-approval procedure described below.

Pursuant to the Audit Committee Charter, the Audit Committee may delegate pre-approval authority to an individual member of the Audit Committee. The decisions of any individual Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has delegated to the ChairmanChair of the committee the authority to pre-approve any audit, non-audit or other serviceservices provided to the Company by the Company’s independent registered public accounting firm, except for the annual audit engagement and fees, which must be approved by the full Audit Committee. The prior approval of the Audit Committee or the pre-approval of the ChairmanChair of the Audit Committee was obtained for all services provided by PricewaterhouseCoopersPwC in fiscal year 2019.2021.

Non-Audit Services

The Audit Committee reviews non-audit services proposed to be provided by PwC to determine whether they would be compatible with maintaining PwC’s independence. The Audit Committee has established policies and procedures for the engagement of PwC to provide non-audit services. Specifically:

Independent Auditor Tenure and Rotation

As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent audit firm. PwC has been the Company’s independent auditor since 2013. The Audit Committee believes there are significant benefits to having PwC as its independent auditor. These include:

In addition, the Audit Committee oversees the process for, and ultimately approves, the selection of the lead audit engagement partner every five years. At the Audit Committee’s instruction, PwC selects candidates to be

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considered for this role, who are then interviewed by members of the Company’s senior management. After discussing the results of senior management’s interviews, the Audit Committee interviews the candidates. The Audit Committee then considers the appointment and approves the selection.

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in its oversight of the accounting and financial reporting processes of the Company and the audits of the consolidated financial statements of the Company.

In conjunction with the specific activities performed by the Audit Committee in its oversight role, it issued the following report:

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192021 for filing with the SEC.

Mr. Ira J. Lamel (Chairperson)

Mr. Dominic A. Romeo(Chair)

Mr. Thomas N. Secor

Mr. Frank A. Wilson

The foregoing Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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ITEM 4–confirmation

of an amendment to Section 52

of the Company’s By-Law Number 1

At the 2020 Annual Meeting, the shareholders will be asked to confirm an amendment to Section 52 of the Company’s By-Law Number 1 to allow the Company to hold meetings of shareholders by means of remote participation. On April 8, 2020, the Board of Directors adopted a resolution amending Section 52 of the Company’s By-Law Number 1 to add the following:

“52.  Remote Participation: Meetings of shareholders may be held by means of any telephonic, electronic or other communication facility, including teleconferencing, video conferencing, computer link, webcasting and other similar means, that permits all participants to hear each other during the meeting.  Any person entitled to attend a meeting of shareholders may participate in the meeting by means of such a telephonic, electronic or other communication facility, if the Corporation makes available such a facility.  A person participating in a meeting by such means shall be deemed to be present at the meeting.”

We refer to this amendment as the Remote Participation Amendment. The Remote Participation Amendment was effective immediately upon the Board’s approval. At the 2020 Annual Meeting, the shareholders will be asked to confirm the Remote Participation Amendment as set forth above, the full text of which is set out at Schedule A to this management proxy circular. If the shareholders confirm the Remote Participation Amendment at the 2020 Annual Meeting, the amendment will continue in effect. If the shareholders reject the Remote Participation Amendment at the 2020 Annual Meeting, the amendment will cease to be effective.

The Company’s Board of Directors approved the Remote Participation Amendment in order to permit the Company to hold meetings of shareholders, including the 2020 Annual Meeting, by means of remote participation. In light of the COVID-19 pandemic, we believe it is in the interests of our directors, members of management and shareholders who wish to attend the 2020 Annual Meeting and, where determined by the Board of Directors, future meetings of shareholders, to allow the Company to hold such meetings by remote participation in order to protect the health and safety of those attending the 2020 Annual Meeting and when otherwise deemed appropriate by the Board of Directors. Remote participation may also facilitate shareholder attendance at such meetings by enabling participation from any location and at no additional cost.

Required Vote

The affirmative vote of a majority of the common shares represented and cast in respect of this matter at the 2020 Annual Meeting is required to confirm the amendment to Section 52 of the Company’s By-Law Number 1. Abstentions and broker non-votes will not be counted in determining the number of votes cast, and thus will not affect the voting results of this proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE CONFIRMATION OF AN AMENDMENT TO SECTION 52 OF THE COMPANY’S BY-LAW NUMBER 1.

EXECUTIVE OFFICERS

Executive Officers  

Set forth below is information regarding the Company’s current executive officers who are not also directors. Information concerning Matthijs Glastra, our Chief Executive Officer (“CEO”), may be found above in the section entitled “Item 1–Election of Directors” on page 57 of this management proxy circular.

Age:45 47

Executive Officersince March 2011

Mr. Buckley was appointed the Company’s Chief Financial Officer on March 31, 2011. Prior to joining the Company in February 2011, Mr. Buckley had a ten-year career with PerkinElmer, Inc. (“PerkinElmer”), a provider of technology and services to the diagnostics, research, environmental, safety and security, industrial and laboratory services markets, where he served in several financial positions of increasing responsibilities. From September 2008 to February 2011, Mr. Buckley served as Vice President and Chief Financial Officer of PerkinElmer’s Environmental Health business. From September 2005 to September 2008, Mr. Buckley was Chief Financial Officer of PerkinElmer’s Asian operations. From April 2001 to August 2005, Mr. Buckley served in various financial management roles at PerkinElmer. Prior to joining PerkinElmer, Mr. Buckley held management positions with Honeywell International, Inc. (formerly AlliedSignal, Inc.), a diversified technology and manufacturing company that services customers globally, and Georgeson & Company, Inc.Mr. Buckley holds a Bachelor of Arts degree in Finance from Manhattanville College and an M.B.A. from University of California at Los Angeles (U.C.L.A.).

Age:51 53

Executive Officersince December 2016

Mr. Young joined the Company in April 2015 as Vice President of Human Resources and was appointed Chief Human Resources Officer by the Board of Directors in December 2016. Mr. Young brings more than 20 years of human resources leadership experience in both public and private companies serving Original Equipment Manufacturers (“OEMs”) of Class I, II & III medical devices, industrial control technologies and advanced materials. From July 2014 to March 2015, Mr. Young served as Global Human Resource Leader for Hollingsworth & Vose Company, a global manufacturing company. From September 2011 to NovemberNovember 2013, Mr. Young served as Vice President & Human Resource Officer for CIRCOR International, Inc. (“CIRCOR”), a global environmental products manufacturing company. From September 2010 to August 2011, Mr. Young served as Director of Total Rewards for CIRCOR. In addition, from June 2003 to August 2010, Mr. Young served in various leadership roles with Lake Region Medical (formerly Accellent, Inc.), a medical device manufacturing company. Mr. Young’s early career experience was in General Human Resource Management with a specialization in training and development. Mr. Young holds a Bachelor of Science degree in Administration of Justice from Pennsylvania State University.

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CORPORATE GOVERNANCE

Corporate Governance  

The Board of Directors

Our Board of Directors (the “Board”) represents the interests of our shareholders and oversees the Company’s business and affairs pursuant to our governing documents. Members of the Board, oversee the Company’s business and affairs by, among other things, participating in Board and Committee meetings, reviewing materials provided to them, engaging with the Chair and CEO and with key members of management and associates, bringing in outside experts, and discussing feedback from shareholders and other stakeholders.

The Board is elected annually and each of our directors stands for election every year. The Board is currently comprised of eight directors, and all except Mr. Glastra have been determined by the Board to be independent under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). In making this determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth by Nasdaq. The independent directors are Stephen W. Bershad, Lonny J. Carpenter, Deborah DiSanzo, Brian D. King, Ira J. Lamel, Dominic A. Romeo and Thomas N. Secor. Mr. Glastra is not independent because he is the Company’s Chief Executive Officer. In addition, the Board has determined that director nominee Maxine L. Mauricio is independent under the rules of Nasdaq.

In evaluating and determining the independence of the directors, the Board considered that in the ordinary course of business, transactions may occur between the Company and entities with which some of the directors are or have been affiliated and that the Company may have other relationships with its directors. The Company engages in ordinary course business transactions with Mr. Carpenter’s former employer. In 2019, Mr. Carpenter’s former employer purchased products from the Company, which constituted more than 5%, but less than 10%, of the Company’s revenues for the year. The Board determined that this relationship did not impair Mr. Carpenter’s independence.

Please see the biography of each director under the section entitled “Item 1–Election of Directors” for the public company boards on which each director serves.

Board Leadership Structure

The Board is responsible for the overall stewardship of the Company. The Board discharges this responsibility directly and through delegation of specific responsibilities to its committees, the ChairmanChair of the Board and officers of the Company. The Board has established three standing committees to assist with its responsibilities: the Audit Committee, the Compensation Committee and the NominatingEnvironmental, Social and Corporate Governance (“ESG”) Committee. Each of the Audit Committee, Compensation Committee and Nominating and Corporate GovernanceESG Committee has a charter defining its responsibilities. The Board of Directors does not have an executive committee.

The Company’s By-Laws require the ChairmanChair of the Board to be a director and provide the Board with the ability to appoint the Chief Executive OfficerCEO of the Company as the ChairmanChair of the Board. This approach gives the Board the necessary flexibility to determine whether these positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. We recognize that different board leadership structures may be appropriate for companies in different situations.

Based on

In connection with the Company’s present circumstances,retirement of our former independent Chair of the Board, believesStephen W. Bershad, at our 2021 annual and special meeting of shareholders (“2021 Annual Meeting”), the ESG Committee and the Board reevaluated the Board’s leadership structure and determined that it would be in the best interests of the Company and its shareholders are best served by having Mr. Bershad serve asto combine the Chairmanroles of the Chair of the Board and the CEO following Mr. Bershad’s retirement. As a result, Mr. Glastra servehas served as our Chair of the Board since the 2021 Annual Meeting. The ESG Committee and the Board recognize the importance of providing additional, independent oversight of the Board and are committed to upholding the strongest principles in corporate governance for the benefit of all shareholders. Accordingly, the independent directors of the Board have appointed Lonny J. Carpenter as the Chief Executive Officer. Our current leadership structure permitsCompany’s independent Lead Director. Mr. Carpenter has served in this role since the conclusion of the 2021 Annual Meeting.

The ESG Committee and the Board believe that the combination of the roles of the Chair of the Board and the CEO is appropriate at this time because Mr. Glastra has gained a deep understanding of the Company’s business since his appointment as CEO in 2016. In light of Mr. Bershad’s retirement, the ESG Committee and the Board believe that Mr. Glastra is best positioned to focus his attention on managinglead the Company and permits Mr. Bershadprovide strategic direction to managethe

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Company and the Board. Accordingly, we believe our currentThis structure also facilitates the flow of information and communications between the Board and the Company’s senior management, while providing for effective oversight by an independent Board through a strong independent Lead Director acting in accordance with the Company’s robust corporate governance practices and policies.

Our Lead Director’s responsibilities include, but are not limited to:

At such times in the future as the Chair of the Board is an independent director, the Chair will serve as Lead Director. The Board may modify its leadership structure in the future as it deems appropriate.

Director Independence

The Company’s Corporate Governance Guidelines provide that an independent director is a director who meets the criteria for independence as required by The Nasdaq Stock Market LLC (“Nasdaq”), as affirmatively determined by the Board. This definition is included in the Corporate Governance Guidelines, which are available at www.novanta.com under “Investors” — “Governance.” In making a determination of whether a director has any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, the Board of Directors considers all relevant facts and circumstances, including but not limited to the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Ownership of a significant amount of the Company’s stock may or may not preclude the Board from finding that a director is independent. In evaluating and determining the independence of the directors, the Board considered that in the ordinary course of business, transactions may occur between the Company and entities with which some of the directors are or have been affiliated and that the Company may have other relationships with its directors. During 2021, the Company did not identify any related party transactions.

Consistent with these considerations, the Board of Directors has affirmatively determined that all of our non-management directors, are independent within the meaning of the Nasdaq rules. The independent directors are Lonny J. Carpenter, Brian D. King, Ira J. Lamel, Maxine L. Mauricio, Katherine A. Owen, Thomas N. Secor, and Frank A. Wilson. Mr. Glastra is not independent because he is the optimal structure for us at this time.Company’s CEO. The Board previously determined that Stephen W. Bershad and Deborah DiSanzo were independent during the period in which they each served on the Board.

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Corporate Governance Highlights

The following table summarizes our current board structure and key elements of our corporate governance framework:

Board Committees and Meetings

The Board has a responsibility for establishing broad corporate policies and for reviewing overall performance, rather than day-to-day operations of the Company. The Board’s primary responsibility is to oversee the management of the Company and, in so doing, the Board serves the best interests of the Company and its shareholders. The Board selects, evaluates and provides for the succession of our executive officers. It reviews and approves corporate objectives and strategies and evaluates significant policies and major proposed commitments of corporate resources. It participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of Companythe Company’s business activities through regular written reports and presentations at Board and committee meetings.

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The Board maintains three standing committees whose functions are described below. All members of the Audit Committee, Compensation Committee and NominatingEnvironmental, Social and Corporate Governance Committee are independent directors. The following table sets forth the membership of the Board’s standing committees:

* Mr. Lamel served as the Chair of the Audit Committee through April 4, 2022. Effective April 5, 2022, Mr. Wilson succeeded Mr. Lamel as the Chair and Ms. Owen became a member of the Audit Committee.

Each standing committee maintains a written charter detailing its authority and responsibilities. These charters are reviewed and updated periodically as legislative and regulatory developments and business circumstances warrant. The committee charters are available in their entirety on our website at https://investors.novanta.com on the Investors Relations page, under the Governance tab.

Meetings

The Board and standing committees met as follows during the year ended December 31, 2019:2021:

The independent directors also meet routinely in executive sessions in connection with regular meetings of the Board. Mr. BershadCarpenter presides over all executive sessions at which he is present.

During 2019,2021, each director attended allat least 88% of meetings of the Board and all meetings of the committees on which the director served, except that one director attended 89% of such meetings.served. Members of the Board of Directors are strongly encouraged to attend the Company’s annual meeting of shareholders. In 2019,2021, all of the directors attended the annual meeting of shareholders.

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The Audit Committee

The Audit Committee consistsconsisted of Mr. Lamel, Mr. RomeoSecor and Mr. Wilson, with Mr. Lamel serving as Chair, through April 4, 2022. Effective April 5, 2022, the Audit Committee consists of Mr. Wilson, Mr. Lamel, Ms. Owen and Mr. Secor, with Mr. LamelWilson serving as Chairman.Chair. All members of the Audit Committee meet the membership requirements of Nasdaq, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that each member of the Audit Committee is independent under the listing standards of Nasdaq and the rules of the SEC regarding audit committee membership. The Board has further determined that each of Mr. Lamel and Mr. Wilson is an “audit committee financial expert” as defined by the SEC.

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm and is responsible for reviewing and discussing with management and the independent registered public accounting firm the Company’s audited annual consolidated financial statements and unaudited interim consolidated financial statements. The Audit Committee also reviews the independence and quality control procedures of the independent registered public accounting firm, reviews management’s assessment of the effectiveness of internal controls, and discusses with management the Company’s policies with respect to risk assessment and risk management.management, including cybersecurity risks.

The Compensation Committee

The Compensation Committee consists of Mr. Bershad,Carpenter, Mr. King and Mr. Lamel, and Mr. Romeo, with Mr. BershadCarpenter serving as Chairman.Chair. All members of the Compensation Committee meet the membership requirements of Nasdaq, and each member of the Compensation Committee is independent under the listing standards of Nasdaq regarding compensation committee membership.

The Compensation Committee is responsible for assisting the Board in fulfilling its fiduciary duties with respect to the oversight of the Company’s compensation plans, policies and programs, including assessing the overall compensation structure, reviewing all executive compensation programs, incentive compensation plans and equity-based plans and determining executive compensation. Specifically, the Compensation Committee reviews and approves the compensation and benefits of the Chief Executive OfficerCEO and the other officers, oversees the performance evaluation of the Chief Executive OfficerCEO and other named executive officers, (“NEOs”), and reviews and approves the Senior Management Incentive Plan (including grants of equity compensation and annual cash incentive compensation for the officers and certain other key employees).

The Compensation Committee has the authority under its charter to directly retain and cause the Company to pay reasonable compensation for compensation consultants, legal counsel and other advisors as it deems necessary or appropriate. In 2019,2021, the Compensation Committee retained Pearl Meyer and Korn Ferry as its independent compensation consultantsconsultant to assist the Compensation Committee with its responsibilities related to the Company’s executive compensation programs.

Finally, the Company sought to maintain the strong governance of its executive compensation program. In particular, during the fiscal year 2021, the Compensation Committee:

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In addition, the Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance principles. Below are highlights of what we do and what we do not do:

For a discussion of the Compensation Committee’s processes and procedures for considering and determining compensation for our officers, please see the “Compensation Discussion and Analysis” section.

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The NominatingEnvironmental, Social and Corporate Governance Committee

The NominatingEnvironmental, Social and Corporate Governance Committee (the “NCG“ESG Committee”) consists of Mr. Bershad, Mr. King,Ms. Mauricio and Mr. Secor, with Mr. Secor serving as Chairman.Chair. Ms. DiSanzo was also a member of the ESG Committee until her resignation from the Board as of February 28, 2022. All members of the NCGESG Committee meet the membership requirements of Nasdaq.

The NCGESG Committee is responsible for: (a) identifying individuals qualified to become Board members and recommending such individuals to the Board as director nominees; (b) developingoverseeing the Company’s corporate governance policies and recommending to the Boardpractices, including a set of corporate governance principles applicable to the Company; (c) reviewing the qualifications of directors eligible to become members of the different committees of the Board and recommending to the Board director nominees for each committee; (d) overseeing periodic performance reviews of the Board;Board and its committees; (e) overseeing the Company’s sustainability strategy, initiatives, policies and risks, including regarding climate change, environmental stewardship and corporate approach to social issues; (f) overseeing the Company’s programs and policies regarding diversity and inclusion; and (g) evaluating and making recommendations to the Board regarding director compensation.

During its review of the composition of the Board, the NCG Committee considered that the Board and NCG Committee are committed to improving the diversity of the Board by actively seeking out highly qualified women and individuals from minority groups to serve on the Board. Following a search process, the NCG Committee recommended to the Board that Maxine L. Mauricio be nominated as director of the Company in light of her significant governance, legal, cybersecurity leadership and compliance experience at a global Fortune 500 company. The NCG Committee also considered that Ms. Mauricio’s presence on the Board would enhance the Board’s gender and ethnic diversity.

Selection and Evaluation of Director Candidates

In searching for qualified director candidates for election to the Board and to fill vacancies on the Board, the NCGESG Committee solicits current directors for the names of potentially qualified candidates and may ask directors to pursue their own business contacts for the names of potentially qualified candidates and to conduct due diligence on director candidates. In addition, the NCGESG Committee may from time to time retain an outside search firm to assist in the search for qualified candidates. Director nominee Maxine L. Mauricio was recommended to the NCG Committee by our Chairman of the Board. In the event there is or will be a vacancy on the Board, the NCGESG Committee will consider suggestions from shareholders for nominees for election as directors and evaluate such suggested nominees on the same terms as candidates identified by directors, officers, outside advisors or search firms selected by the NCGESG Committee.

The criteria that the NCGESG Committee has established for selecting members of the Board are contained in the Corporate Governance Guidelines, which are available on the Company’s website at https://investors.novanta.com, on the Investor RelationsInvestors page, under the Governance tab. The criteria include a consideration of the candidate’s independence, demonstrated ethical standards, experience at the policy-making level, ability to work constructively with the other directors and the Chief Executive Officer,CEO, capacity to evaluate strategy and reach sound conclusions, motivation and time to devote themselves to Company matters and ability to take into account and balance the legitimate needs of all shareholders and other stakeholders in reaching decisions. In February 2020, the Board amended the Corporate Governance Guidelines to add the following policy:

“The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board’s deliberations and enables the Board to better represent all of the Company’s constituents. Accordingly,addition, the Board is committed to seeking out highly qualified

women and minority candidates as well as candidates with diverse backgrounds, skills and experiences as part of each Board search that the Company undertakes.”

The NCGESG Committee assesses the effectiveness of this policy as part of its annual self-evaluation.

Once potential candidates are identified, the NCGESG Committee reviews the backgrounds of those candidates, conducts interviews of candidates and establishes a list of final candidates. To the extent practicable, final candidates are then interviewed by each member of the NCGESG Committee and the ChairmanChair of the Board and the Chief Executive Officer.CEO. Reasonable efforts are made to have all remaining directors interview the final candidate or candidates.

The NCGESG Committee and the Board have not established a formal policy with regardregards to the consideration of director candidates recommended by shareholders. This is due to the following factors: (i) the limited number of

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such recommendations, (ii) the need to evaluate such recommendations on a case-by-case basis, and (iii) the expectation that recommendations from shareholders would be considered in the same manner as recommendations by directors, officers, outside advisors or search firms in the event of a vacancy on the Board.

Any shareholder who intends to recommend a candidate to the NCGESG Committee for nomination as a director should deliver a written notice to the Company with the following information: (a) the suggested candidate’s biographical data (including business experience, service on other boards, and academic credentials); (b) all transactions and relationships, if any, between the recommending shareholder or such candidate, on the one hand, and the Company or its management, on the other hand, as well as any relationships or arrangements, if any, between the recommending shareholder and the candidate and any other transactions or relationships of which the Board should be aware in order to evaluate such candidate’s potential independence as a director; (c) details of whether the candidate or the recommending shareholder is involved in any on-going litigation adverse to the Company or is associated with an entity which is engaged in such litigation; and (d) whether the candidate or any company for which the candidate serves or has served as an officer or director is, or has been, the subject of any bankruptcy, SEC or criminal proceedings or investigations, any civil proceedings or investigations related to fraud, accounting or financial misconduct, or any other material civil proceedings or investigations. The notice must also contain a written consent confirming the candidate’s (a) consent to be nominated and named in the Company’s management proxy circular and, if elected, to serve as a director of the Company and (b) agreement to be interviewed by the NCGESG Committee and submit additional information if requested to do so. Any such notice should be delivered to the Company sufficiently in advance of the Company’s annual meeting to permit the NCGESG Committee, in the event that there is or will be a vacancy on the Board, to complete its review in a timely fashion.

Under

Board Diversity Matrix

The following matrix discloses the Company’s Articles, a shareholder may propose a director candidate for inclusiongender and demographic backgrounds of our Board as self-identified by its members in the Company’s notice of meeting if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5% of the common shares of the Company entitled to vote at the shareholders’ meeting at which the nomination is to be presented. Any shareholder, as described in the preceding sentence, wishing to propose a director candidate for inclusion in the Company’s notice of meeting must provide notice to the Company by February 25, 2021 and include the information about such nominee as discussed aboveaccordance with respect to director candidates recommended by such shareholder(s).Nasdaq Listing Rule 5606.

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Communications with the Board

The Board has not established a formal process for shareholders to send communications to the Board and/or individual directors due to the limited number of such communications historically. However, the Board will give appropriate attention to written communications on issues that are submitted by shareholders and other interested parties and will respond if and as appropriate. The names of all directors are available to shareholders in this management proxy circular and on the Company’s website. If the Company receives any shareholder communication intended for the full Board or any individual director, the Company will forward all such communications to the full Board or such individual director, unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal or similarly inappropriate. Any shareholder communications should be sent to: Novanta Inc., Attention: Stephen W. Bershad, Chairman of the Board,Lead Director, 125 Middlesex Turnpike, Bedford, Massachusetts 01730, USA.

Board of Directors’

Board’s Role in Risk Oversight

The Board recognizes the importance of appropriate oversight of potential business risks in running a successful operation and meeting its fiduciary obligations to our business, our shareholders, and our other stakeholders. While our senior executives, including the Chief Executive Officer, the Chief Financial Officer, and the Chief Human Resources Officer, have the responsibility for the day-to-day assessment and management of business risks, the Board maintains a responsibility for creating an appropriate culture of risk management and setting a proper “tone at the top.”  The Board has taken an active role in overseeing risks that could affect the Company, including operational, financial, legal and regulatory, cybersecurity, and strategic and reputational risks. ThisThe oversight of these risks is conducted primarily through the Audit Committee, which has been assigned the oversight responsibility for enterprise risk management and reports regularly to the Board on such matters. Senior management, with the assistance of the Company’s outsourced Internal Audit service provider, carries out enterprise risk managementassessment activities. This process includes periodic reporting by management to the Audit Committee in order to systematically identify, analyze, prioritize and document potential business risks, their potential impact

on the Company’s performance, and the Company’s ability to detect, manage, control and prevent these risks. When the Audit Committee receives a report from senior management, the Chair of the Audit Committee reports on the discussion to the full Board during the next Board meeting to the extent that all of the directors were not present at the Audit Committee meeting. This enables the Board and its committees to coordinate the overall risk oversight role, particularly with respect to risk areas that may potentially impact more than one committee of the Board.

In particular, the Board of Directors recognizes the need for continually monitoring the Company’s information security risks and cybersecurity initiatives. Cybersecurity risks and information security matters are primarily overseen by the Audit Committee of the Board of Directors. Senior leadership of the Company briefs the Audit Committee on information security matters at each quarterly meeting of the Audit Committee. The quarterly meetings of the Audit Committee are generally attended by all of the directors on the Board, so all of the directors are regularly briefed on information security matters. The Company also provides mandatory information security awareness training to all of its employees on a quarterly basis as part of its risk mitigation strategy. In addition, quarterly tests of the effectiveness of the awareness training are conducted through test phishing emails.

In addition to the role the Audit Committee plays in overseeing enterprise risk management activities and cybersecurity risks, the Compensation Committee monitors the design and implementation of our compensation programs to ensure that these programs include the elements needed to motivate employees to take a long-term view of the business and to avoid encouraging unnecessary risk taking. Based on a functional review of our compensation policies and practices as performed by senior management in consultation with the Company’s independent compensation consultant and the Compensation Committee, the Company does not believe that

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any risks arising from its employee compensation programs are likely to have a material adverse effect on the Company. In addition, the ESG Committee oversees risks related to sustainability and social issues, including climate-related risks and opportunities, environmental stewardship, diversity and inclusion, as well as the Company’s governance framework. This oversight includes periodic reporting by management to the ESG Committee on potential ESG risks and their potential impact on the Company’s performance. The ESG Committee periodically reports to the Board on these matters.

The Board does not believe that its role in the oversight of the Company’s risks affects the Board’s leadership structure.

Code of Ethics and Business Conduct

All of the Company’s directors, officers and employees must act in accordance with the Code of Ethics and Business Conduct, which has been adopted by the Company’s Board of Directors. A copy of the Code of Ethics and Business Conduct is available on the Company’s website at https://investors.novanta.com on the Investor RelationsInvestors page, under the Governance tab, with the title “Code of Business Conduct - English”. The Company intends to satisfy the disclosure requirement under Nasdaq rules regarding waivers for directors or executive officers or under Item 5.05 of Form 8-K regarding disclosure of an amendment to, or waiver from, aany provision of this Code of Ethics and Business Conduct with respect to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on the Company’s website discussed above, unless a Form 8-K is otherwise required by law or applicable listing rules.

Anti-Hedging Policy

Our Board of Directors has adopted an Insider Trading Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees and their family members from buying or selling put or call options or entering into other derivative contracts or hedging transactions with respect to the Company’s securities. This includes options trading on any of the stock exchanges or futures exchanges, as well as customized derivative or hedging transactions with third parties.

Orientation and Continuing Education

The Company’s Corporate Governance Guidelines provide that directors are expected to participate in an orientation program within six months of the annual meeting at which new directors are elected or the date on which new directors are appointed. In addition, the Company may periodically make available to its directors continuing educational opportunities designed to assist them in performing their Board and committee functions.

Assessments

The NCGESG Committee is responsible for annually overseeing a review of the performance of the Board, and each of the NCGESG Committee, Audit Committee and Compensation Committee is responsible for annually reviewing such committee’s own performance. In January 2020,2022, the NCGESG Committee adopted a self-evaluation questionnaire for the Board and each of the Board’s standing committees. EachAll except one director completed a questionnaire evaluating the performance of the Board as a whole and each committee on which suchthe director served, and a summary of the results of these self-evaluations was discussed by the Board at its February 20, 202025, 2022 meeting.

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Additional Governance Matters

The Board of Directors (acting on the recommendation of the NCGESG Committee) has approved the Company's Corporate Governance Guidelines, which include, among other items (in addition to those items described elsewhere in this proxy):

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DIRECTOR COMPENSATION

Director Compensation

In general, the Company uses a combination of cash and equity-based compensation to attract and retain candidates to serve on the Company’s Board of Directors. The Company does not compensate directors who are also employees for their service on the Board of Directors. Accordingly, during the year ended December 31, 2019,2021, Mr. Glastra, who served as the Company’s Chief Executive Officer and as a Director onthe Chair of the Board, did not receive any compensation for his service on the Board of Directors. Compensation for the Board of Directors is overseen by the Nominating and Corporate GovernanceESG Committee rather than the Compensation Committee, which focuses on employee compensation. The Nominating and Corporate GovernanceESG Committee periodically reviews the cash and equity-based compensation for non-employee directors and makes recommendations to the Board of Directors for any adjustments.

TheEffective on January 1, 2019, and amended on May 13, 2021, the Board of Directors approved the Non-Employee Director Compensation Policy, which provides for the compensation of the non-employee directors. Under the policy (as amended on May 13, 2021), the non-employee directors receive the following fiscal year 2019 compensation for non-employee directors:compensation:

Fifty percent of the additional annual retainerretainers for non-employee directorsservice as committee chairs or as non-executive Chair of the Board are paid in the form of cash. The remaining fifty percent of such retainers are paid in the form of deferred stock units (“DSUs”), which are convertible into shares of the Company’s common stock upon retirement, resignation or termination of directorship of the non-employee directors.  

Fifty percent of the annual equity awards to the non-employee directors are paid in the form of DSUs, while the remaining fifty percent are paid in the form of restricted stock units. The DSUs vest upon grant and are convertible into shares of the Company’s common stock upon retirement, resignation or termination of directorship. The restricted stock units will vest upon grant and are settled in common shares on the first anniversary of the date of grant.

Any non-employee director who is initially elected to the Board on any date other than the first business day of an applicable calendar year receives a pro-rated cash retainer and grant of equity based on their date of election to the Board.

As of December 31, 2019,2021, each director was also a party to an indemnification agreement with the Company. Such indemnification agreements generally provide, among other things, that each director shall be indemnified to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such director in connection with any proceeding by reason of his

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or her relationship with the Company. In addition, such indemnification agreements provide for the advancement of expenses incurred by such director in connection with any proceeding covered by such indemnification agreements, subject to the conditions set forth therein and to the extent such advancement is not prohibited by law.

Director Stock Ownership Guidelines

Effective January 1, 2019, each non-employee director is required to achieve and maintain a stock ownership threshold equal to three times the amount of his or her annual cash retainer for service on the Board. The Company uses the average closing price per share of the Company’s common shares (as adjusted for stock splits and similar changes to the Common Shares) on The Nasdaq Stock Market for the most recently completed fiscal year to determine the number of shares required to meet the retainer thresholds. For purposes of this requirement, compliance date shall mean the later of the third anniversary of (i) the effective date or (ii) the date of such Non-Employee Director’s initial appointment or election to the Board.

Securities that qualify in determining whether a non-employee director has satisfied the shareholding requirements include: (i) issued and outstanding shares of common shares held beneficially or of record by the non-employee director that are not subject to transfer or other restrictions; (ii) issued and outstanding shares of common shares held by a trust created for the benefit of the non-employee director, the non-employee director’s spouse, or members of the non-employee director’s immediate family; (iii) issued and outstanding shares of common shares held by a 401(k) or other qualified pension or profit-sharing plan for the benefit of the non-employee director (whether denominated in shares or units) and (iv) shares of common shares underlying vested restricted stock units and vested deferred stock units.

All directors were in compliance with the policy as of December 31, 2021.

Director Compensation Table

The following table sets forth information regarding the compensation earned during the fiscal year ended December 31, 20192021 by the Company’s non-employee directors. 

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis