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Note 8 - Stockholders' Equity

6 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 8. Stockholders' Equity

Stock-Based Compensation

During the six months ended September 30, 2023, we issued stock options, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the Mesa Laboratories, Inc. Amended and Restated 2021 Equity Incentive Plan (the "2021 Equity Plan"), which authorizes the issuance of 660 shares of common stock to eligible participants.

Expense recognized related to stock-based compensation is as follows:

		*Three Months Ended September 30,*								*Six Months Ended September 30,*
		*2023*				*2022*				*2023*				*2022*
Stock-based compensation expense		$	3,183			$	4,371			$	6,151			$	7,803
Amount of income tax expense (benefit) recognized in earnings			1,389				(89	)			517				(2,081	)
Stock-based compensation expense, net of tax		$	4,572			$	4,282			$	6,668			$	5,722

Stock-based compensation expense is included in cost of revenues, selling, general and administrative, and research and development expense in the accompanying unaudited Condensed Consolidated Statements of Operations.

The following is a summary of stock option award activity for the six months ended September 30, 2023:

		*Stock Options*
		*Shares Subject to Options*				*Weighted- Average Exercise Price per Share*				*Weighted-Average Remaining Contractual Life (Years)*				*Aggregate Intrinsic Value*
Outstanding as of March 31, 2023			163			$	200.62				3.3			$	1,643
Awards granted			53				131.67
Awards forfeited or expired			(15	)			213.22
Awards exercised			(2	)			132.40
Outstanding as of September 30, 2023			199			$	181.90				3.7			$	-

The stock options granted during the six months ended September 30, 2023 vest in equal installments on the first, second, and third anniversary of the grant date.

The following is a summary of RSU and PSU award activity for the six months ended September 30, 2023:

		*Time-Based Restricted Stock Units*								*Performance-Based Restricted Stock Units*
		*Number of Shares*				*Weighted- Average Grant Date Fair Value per Share*				*Number of Shares*				*Weighted- Average Grant Date Fair Value per Share*
Outstanding as of March 31, 2023⁽¹⁾			57			$	209.27				44			$	286.02
Awards granted⁽¹⁾			53				134.35				32				132.29
Awards forfeited			(3	)			179.82				-				-
Awards distributed			(25	)			208.33				-				-
Outstanding as of September 30, 2023⁽¹⁾			82			$	162.48				76			$	223.07

⁽¹⁾	Balances for PSUs are reflected at target.

Outstanding time-based RSUs vest and settle in shares of our common stock on a one-for-one basis. The majority of the RSUs granted to employees during the six months ended September 30, 2023 vest in equal installments on the first, second, and third anniversary of the grant date. RSUs granted to certain executives during the six months ended September 30, 2023 vest in equal installments on September 1, 2024, June 21, 2025 and June 21, 2026. RSUs granted to non-employee directors during the six months ended September 30, 2023 vest one year from the grant date. We recognize the expense relating to RSUs, net of estimated forfeitures, on a straight-line basis over the vesting period.

We grant PSUs to certain key employees. The number of shares earned is determined at the end of each performance period based on Mesa's achievement of certain pre-defined targets defined in the related award agreement. PSUs vest upon completion of the service period described in the award agreement. We recognize the expense relating to the performance-based RSUs based on the probable outcome of achievement of the performance targets on a straight-line basis over the service period.

During the six months ended September 30, 2023, the Compensation Committee of the Board of Directors created a plan to award 32 PSUs at target (the "FY24 PSUs") with a grant date fair value of $132.29 that are subject to service, performance, and market conditions to eligible employees. The service period is from April 1, 2023 through June 21, 2026. The company performance conditions will be measured for the period from April 1, 2023 through March 31, 2024. The quantity of shares that will be earned based upon company performance will range from 0% to 200% of the targeted number of shares; if the defined minimum targets are not met, then no shares will vest for performance. In addition, the number of PSUs earned based on company performance will be adjusted up or down by a maximum of 20% pursuant to a market-based measure of performance comparing Mesa’s share price to a peer group over the period from April 1, 2023 until March 31, 2026.