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Pay vs Performance Disclosure

12 Months Ended

Mar. 31, 2025

USD ($)

Mar. 31, 2025

USD ($)

Mar. 31, 2024

USD ($)

Mar. 31, 2023

USD ($)

Mar. 31, 2022

USD ($)

Mar. 31, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The disclosure in this section shall not be deemed to be incorporated by reference into any prior or subsequent filing by Mesa under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Mesa specifically incorporates it by reference therein.

Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act.

Our Most Important Metrics Used for Linking Pay and Performance

As required by Item 402(v), below are the most important metrics our Committee used to link executive pay to performance for fiscal year 2025. Our stock price performance, as reflected by our relative TSR, directly impacts the vesting and value of the equity compensation awards we grant to executive officers. The other metrics below are used for purposes of determining payouts under either our executive annual cash incentive compensation program or our executive PSU program.

●

Revenues or Revenues Growth

●

Adjusted Operating Income, or AOI

Pay versus Performance Table

The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our net (loss) income for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

										Value of Initial Fixed $100 Investment Based On:
Fiscal Year Ended March 31,	Summary Compensation Table Total for PEO⁽¹⁾⁽²⁾		Compensation Actually Paid to PEO⁽¹⁾⁽³⁾			Average Summary Compensation Table Total for Non-PEO NEOs⁽¹⁾⁽²⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽¹⁾⁽³⁾		Total Shareholder Return⁽⁴⁾		Peer Group Total Shareholder Return⁽⁵⁾		Net (Loss) Income⁽⁶⁾		Adjusted Operating Income⁽⁷⁾
2025	$	6,599,891	$	7,940,385		$	2,279,333	$	2,645,565	$	53.50	$	55.41	$	(1,974,000)	$	54,005,000
2024	$	5,435,566	$	78,000		$	1,782,956	$	1,100,784	$	49.22	$	73.17	$	254,246,000	$	45,968,000
2023	$	5,190,371	$	(3,599,238	)	$	1,480,753	$	544,787	$	77.93	$	77.14	$	930,000	$	44,679,000
2022	$	18,076,981	$	16,814,532		$	1,452,226	$	1,785,085	$	113.28	$	111.45	$	1,871,000	$	37,899,000
2021	$	2,557,718	$	9,554,025		$	927,468	$	2,393,032	$	107.96	$	168.65	$	3,274,000	$	36,139,000

⁽¹⁾

NEOs included in these columns reflect the following individuals:

Year	PEO	Non-PEO NEOs
2021	Gary Owens	John Sakys, Brian Archbold, and Greg DiNoia
2022	Gary Owens	John Sakys, Brian Archbold, and Greg DiNoia
2023	Gary Owens	John Sakys, Brian Archbold, and Greg DiNoia
2024	Gary Owens	John Sakys and Brian Archbold
2025	Gary Owens	John Sakys and Brian Archbold

	⁽²⁾	Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year.
	⁽³⁾	Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). To calculate CAP for each of the years in the table above, the following amounts were deducted from and added to the total compensation numbers shown in the applicable Summary Compensation Tables (SCT):

PEO Total Compensation Amount

$ 6,599,891

$ 5,435,566

$ 5,190,371

$ 18,076,981

$ 2,557,718

PEO Actually Paid Compensation Amount

$ 7,940,385

78,000

(3,599,238)

16,814,532

9,554,025

Adjustment To PEO Compensation, Footnote

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

	Fiscal Year
	2025						2024						2023						2022						2021
	(For PEO)			(Average For Non-PEO NEOs)			(For PEO)			(Average For Non-PEO NEOs)			(For PEO)			(Average For Non-PEO NEOs)			(For PEO)			(Average For Non-PEO NEOs)			(For PEO)			(Average For Non-PEO NEOs)
Summary Compensation Table Total	$	6,599,891		$	2,279,333		$	5,435,566		$	1,782,956		$	5,190,371		$	1,480,753		$	18,076,981		$	1,452,226		$	2,557,718		$	927,468
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year		(4,600,170	)		(1,425,252	)		4,334,852	)		1,234,991	)		4,168,237	)		865,766	)		16,417,012	)		848,551	)		1,813,876	)		561,449	)
(Minus): Change in Pension Value		-			-			-			-			-			-			-			-			-			-
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year		6,362,615			1,971,307			3,304,206			941,358			2,260,544			424,417			13,533,230			788,665			1,955,736			605,850
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years		(366,380	)		(160,565	)		3,690,852	)		261,445	)		5,202,624	)		210,448	)		555,610			159,474			6,731,343			1,436,656
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year		-			-			-			-			-			45,816			-			-			-			-
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year		(55,571	)		(19,258	)		636,068	)		127,094	)		1,679,292	)		329,985	)		1,065,723			233,271			123,104			15,493	)
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year		-			-			-			-			-			-			-			-			-			-
Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation		-			-			-			-			-			-			-			-			-			-
Compensation Actually Paid	$	7,940,385		$	2,645,565		$	78,000		$	1,100,784		$	3,599,238	)	$	544,787		$	16,814,532		$	1,785,085		$	9,554,025		$	2,393,032

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

	Fiscal Year 2025
Restricted Stock Units
Stock Price	$91.60 - $133.69
Performance Share Units
Volatility	50% - 55%
Risk-Free Interest Rate	3.8% - 3.9%
Stock Price	$118.66
Dividend Yield	0.47%
Stock Options
Expected Term (years)	1.1 – 3.6
Strike Price	$131.67 - $268.85
Volatility	40% - 54%
Dividend Yield	0.5% - 0.6%
Risk-Free Interest Rate	3.8% - 4.5%

⁽⁴⁾

Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends.

⁽⁵⁾

Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the same peer group considered by the Compensation Committee for purposes of establishing executive compensation targets for fiscal year 2025 (the 2025 compensation peer group, or CD&A peer group) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. Three peers from the fiscal year 2024 CD&A peer group, Heska Corporation, Nanostring Technologies, Inc. and Repligen Corporation, were not included in the fiscal year 2025 CD&A peer group. Additionally, the following companies were added to the CD&A peer group for 2025 as the Company included additional peers in compensation benchmarking:

AtriCure

Haemonetics Corporation

	o	LeMaitre Vascular
	o	Standard BioTools Inc.

Veracyte

The following table presents the total shareholder return of the fiscal year 2025 CD&A peer group and the fiscal year 2024 CD&A peer group.

	Value of Initial Fixed $100 Investment Based On:
Fiscal Year Ended March 31,	MLAB Total Shareholder Return	FY25 CD&A Peer Group TSR	FY24 CD&A Peer Group TSR
2025	$53.50	$55.41	$57.08
2024	$49.22	$73.17	$86.38
2023	$77.93	$77.14	$89.38
2022	$113.28	$111.45	$134.31
2021	$107.96	$168.65	$188.25

	⁽⁶⁾	The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.
	⁽⁷⁾	The Company's adjusted operating income, a non-GAAP measure. See Appendix A.

Non-PEO NEO Average Total Compensation Amount

$ 2,279,333

1,782,956

1,480,753

1,452,226

927,468

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,645,565

1,100,784

544,787

1,785,085

2,393,032

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

The following chart illustrates the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our FY25 CD&A peer group. As the chart shows, these relationships are generally aligned, in large part because a significant portion of the compensation actually paid to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and GAAP Net Income

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Adjusted Operating Income

The following chart illustrates the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs against the Company’s adjusted operating income for the five years presented in the Pay versus Performance Table. As described above, adjusted operating income is defined as the Company’s total operating income reported under U.S. GAAP, adjusted to exclude amortization of intangible assets acquired in a business combination, depreciation, stock-based compensation expense, and any impairment expense. While the Company uses other financial and non-financial performance measures in its compensation programs, Mesa has determined that adjusted operating income is the most important performance measure used to link compensation actually paid to the Company’s NEOs to Company performance.