MESA LABORATORIES INC CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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

MESA LABORATORIES, INC.

(Name of registrant as specified in its charter)

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

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TO THE SHAREHOLDERS OF MESA LABORATORIES, INC.: The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Mesa Laboratories, Inc. (“we,” “our,” the “Company,” or “Mesa”) will be held on Friday, August 30, 2024, 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 July 9, 2024 (the “Record Date”), you are invited to participate in the Annual Meeting and any postponements or adjournments thereof. You are entitled and requested to vote on the proposals described in the accompanying proxy statement. Items of Business Include: 1. The election of the seven director nominees identified in the proxy statement for a term of one year (Proposal 1); 2. The ratification of the selection by our Audit Committee of RSM US LLP to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2025 (Proposal 2); 3. An advisory vote on executive compensation (Proposal 3); and 4. The transaction of such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof. Who Can Vote Only shareholders of record of Mesa common stock as of the Record Date will be entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. At the close of business on the Record Date, there were 5,409,163 shares of common stock outstanding. Each share of common stock entitles the shareholder of record to cast one vote on each proposal submitted for voting at the Annual Meeting. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, please complete and return the enclosed proxy card in the envelope provided or vote by internet or telephone pursuant to instructions provided with the proxy card. How to Vote Please vote your shares by signing and returning your proxy card using telephone or internet voting. This will ensure that your shares will be voted whether or not you attend the Annual Meeting. If you are a shareholder of record, you may attend the Annual Meeting and vote in person even if you have previously granted a proxy. Availability of Materials We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules, which we believe results in lower costs and a positive environmental impact due to reduced quantities of materials that will be printed and mailed to shareholders. Our 2024 proxy statement (the “Proxy Statement”), including the enclosed proxy card, and our Annual Report on Form 10-K (the “2024 Annual Report”) for the fiscal year ended March 31, 2024 (“fiscal year 2024”) are available to view at www.edocumentview.com/MLAB or www.mesalabs.com. We intend to mail a notice regarding the internet availability of proxy materials (the “Notice of Internet Availability”) as applicable, to our shareholders on or about July 19, 2024. 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

July 19, 2024

Gary M. Owens

Chief Executive Officer

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To Our Fellow Shareholders, On behalf of the Mesa Laboratories, Inc. Board of Directors, in my role as Chairperson of the Board, I am pleased to update you on some of our accomplishments over the past year. The Board of Directors and management have continued to partner in fiscal year 2024 in the spirit of sustainably improving our business, our governance, and our value creation. The initiatives that we have undertaken in the past year demonstrate our commitment to improve our governance practices and align them with the best interests of our shareholders and stakeholders. One of the key areas that we focused on was continued enhancement of our executive compensation program so that executive pay further reflects our performance, strategy, and values. We made several changes to our program, including: • Designing the fiscal year 2025 performance share unit plan to include a three-year performance period based on shareholder feedback. • Establishing a clawback policy that allows us to recover incentive compensation from our executive officers in the event of a material restatement of our financial statements. • Disclosing our insider trading policies and procedures, which prohibit our directors, officers, and employees from engaging in hedging, pledging, or short-selling of our stock, or trading in any derivative securities related to our stock. • Adding a relative total shareholder return component to our long-term performance-based equity awards, which links a portion of our executive officers' compensation to the relative performance of our stock price against an index group of companies over a three-year period. We believe these changes strengthen the alignment between our executive compensation and our long-term value creation, as well as enhance the transparency and accountability of our program. Another area that we focused on in fiscal year 2024 is the use of different performance metrics in our long-term and short-term incentive plans. We believe that this will help us balance our short-term operational goals with our long-term strategic vision, and incentivize our executive officers to pursue sustainable growth and innovation. We also improved our governance through board refreshment as we appointed Mark Capone, a former CEO of a leading precision medicine company to our Board. Mark's expertise in this area will be instrumental in helping refine the strategy and opportunities in our Clinical Genomics business. Finally, we continued to provide board oversight of management's environmental, social, and governance (ESG) program. Some of the highlights of our ESG program include: • Publishing an updated ESG brochure that fully explains our program and reports on our continuous improvement efforts. • Supporting our employees' health, safety, and well-being such as providing wellness programs, flexible work arrangements, and training and development opportunities. • Measuring and disclosing our Scope I and Scope II greenhouse gas emissions so that we can monitor energy consumption and validate the environmental impacts of our operational initiatives and energy conservation efforts. • Contributing to our communities and society through various initiatives, such as donating to charitable causes, volunteering for local organizations, and sponsoring educational programs. We believe that these ESG initiatives not only benefit our shareholders and stakeholders, but also enhance our reputation, brand, and competitive advantage in the market. We are proud of our achievements in the past year, and we look forward to building on our momentum and delivering long-term value to you. Thank you for your continued support of Mesa. Sincerely, /s/ John Sullivan Dr. John Sullivan, Ph.D. Chairperson of the Board of Directors

Mesa's Commitment to Sustainably Improve In the spirit of sustainable improvement, the Board oversaw several positive changes to governance in fiscal year 2024: ✔ Three-year performance period for PSUs ✔ Establishing a compliant clawback policy and disclosing insider trading policies ✔ Adding a total shareholder return component to executive compensation ✔ Establishing different performance metrics for long-term versus short-term incentives ✔ Continuing Board oversight of Management's ESG programs

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