Gary Owens
About Gary Owens
Gary M. Owens is President, CEO, and a director of Mesa Laboratories, appointed CEO and director in September 2017 after joining as COO in March 2017 . He holds a BSE in Mechanical Engineering from Tulane University (1990) and an MBA from Columbia Business School (1994) . Under his leadership, FY2025 company performance achieved 139% of revenue growth target on $241.0M GAAP revenue, 116% of adjusted operating income (AOI) growth target on plan metrics, and 200% on inventory reduction; the overall bonus plan Company Performance Factor (CPF) paid at 140% . Five-year “pay versus performance” shows FY2025 TSR index value of 53.50 vs compensation peer group 55.41; FY2025 AOI reported in the pay-versus-performance table was $54.0M (note the bonus plan AOI metric cited above was $56.7M as defined for the plan) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mesa Laboratories | COO; then President & CEO and Director | 2017–present | Promoted to CEO/Director Sep-2017 after joining as COO Mar-2017 |
| Danaher Corporation | Corporate VP, Strategic Development; Group VP, Business Development (Danaher Industrial) | 2006–2012; 2016–2017 | Led corporate strategy/M&A; seconded to Pall Corp as Commercial Integration Lead in 2016–2017 |
| Beckman Coulter Life Sciences (Danaher) | VP & GM | 2012–2016 | P&L leadership in life sciences tools |
| Bain & Company | Team Leader | 1994–1998 | Strategy/operations leadership |
| Canon; Trilogy Software | Product mgmt/sales/business development | 1998–2006 | Commercial and BD roles |
External Roles
- The proxy indicates that, except two named directors, no director has held any other public company directorship in the past five years; no external public-company directorships are disclosed for Owens .
- All standing board committees (Audit, Compensation, Nominating & Governance) are fully independent; Owens, as CEO, is not independent and does not serve on them .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 732,692 | 754,000 | 777,981 | FY2025 base set at $783,000 effective Jun 1, 2024; reported salary earned $777,981 |
| Target Bonus ($) | 806,000 | 829,000 | 862,000 | Target equals 110% of base salary; unchanged % vs prior year |
| Actual Bonus Paid ($) | 282,750 | 331,600 | 1,206,800 | FY2025 payout reflects 140% CPF; CEO has no individual modifier |
Performance Compensation
Annual Incentive Plan (STIP) – FY2025 Design and Outcome
| Metric | Weight | Target Definition | Actual vs Target | Payout Factor |
|---|---|---|---|---|
| GAAP Revenues Growth | 40% | Total GAAP revenues for FY2025 | $241.0M; 139% of target | 139% |
| Adjusted Operating Income Growth | 40% | AOI excludes amortization, stock-based comp, depreciation, certain non-recurring items | $56.7M; 116% of target | 116% |
| Strategic: Inventory Reduction | 20% | Year-end inventory target (ex-acquisitions) | $25.4M vs threshold $28.6M | 200% |
| Company Performance Factor (CPF) | — | Weighted average of above | — | 140% |
| CEO Payout | — | Target $862,000; CEO subject only to CPF | — | $1,206,800 (140%) |
Long-Term Incentives (LTI) – FY2025 Grants and Mechanics
| Grant Type | Weight | Grant Date | Target/Units | Vest/Measure | Performance Curve |
|---|---|---|---|---|---|
| PSUs | 50% | Jun 18, 2024 | Target 22,425; Threshold 11,213; Max 44,850 | 3-year: 50% cumulative GAAP revenue (4/1/2024–3/31/2027) and 50% relative TSR vs S&P Composite 1500 Healthcare (6/18/2024–6/18/2027); cliff-vest 6/18/2027 | Revenue: Threshold $678.1M (50%), Target $733.1M (100%), Max $788.1M (200%); TSR: 25th/50th/75th percentile for 50%/100%/200% |
| RSUs | 50% | Jun 18, 2024 | 25,607 | 3-year ratable on 6/18/2025, 6/18/2026, 6/18/2027 | Time-based |
Additional context:
- FY2024 PSUs achieved 55% on financial metric; TSR modifier up to ±20% through 6/21/2026 .
- As of 3/31/2025, relative TSR PSUs are shown at 200% of target for disclosure purposes (potential maximum based on interim performance) .
Multi-Year Realized and Reported Pay
| Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| 2025 | 777,981 | 4,600,170 | — | 1,206,800 | 14,940 | 6,599,891 |
| 2024 | 754,000 | 3,560,850 | 774,002 | 331,600 | 15,114 | 5,435,566 |
| 2023 | 732,692 | 3,205,716 | 962,521 | 282,750 | 6,692 | 5,190,371 |
Pay-versus-performance indicators:
- FY2025 “Compensation Actually Paid” to CEO (SEC method): $7,940,385; TSR index 53.50; AOI $54.005M; GAAP net loss $(1.974)M .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 127,463 shares; 2.3% of outstanding as of Jun 3, 2025 |
| Stock Ownership Guidelines | CEO must hold 5x base salary; all directors/NEOs comply or on track; unvested RSUs count; options/uneared PSUs do not |
| Anti-Hedging/Pledging | Company prohibits hedging, short sales, margin, and pledging of Mesa securities |
| Vested vs Unvested (as of 3/31/2025) | Unvested RSUs: 25,607 (FY2025 grant) and 6,601 (FY2024 grant); PSUs outstanding include 19,242 (FY2025 TSR, shown at 200% of target), 12,804 (FY2025 Revenue, shown at 100% est.), 9,084 (FY2024 PSUs at 55%); select older CEO PSU award (FY2022 CEO award) at 87% achieved vests in Oct 2025/2026 |
| Options (status) | Options outstanding include 6,085/11,811 (exercisable/unexercisable) at $131.67 expiring 6/21/2029; older tranches outstanding; all stock options were out-of-the-money as of 3/31/2025 (no intrinsic value) |
| 2025 Realizations | Options exercised: 21,000 ($19,538 value realized); RSUs vested: 19,819 ($2,201,375 value realized) |
Employment Terms
| Feature | Core Terms |
|---|---|
| Employment Agreement | Amended and Restated Executive Employment Agreement (latest amendments June 2025 adjusting “normal retirement”) |
| Severance (no CIC) | 1x (base salary + target bonus) paid over 12 months; pro-rata bonus (greater of target/actual); 24 months employer-paid health benefit subsidy; equity with >3-year vesting fully vests; ≤3-year awards: next 12 months vest; PSUs vest at higher of target/actual; options exercisable for 14 months for vested portions |
| CIC Cash Severance | Double-trigger cash: 2x (base salary + target bonus) lump sum within ~60 days; pro-rata bonus; 24 months health benefit subsidy |
| CIC Equity | Single-trigger equity: all unvested equity vests at change in control; PSUs earned at higher of actual-through-CIC or target; options/SARs exercisable for full term unless cashed out |
| Estimated CEO Payouts (as of 3/31/2025) | Termination without cause/good reason: $11,249,228 total (Cash $1,645,000; Equity $9,553,218; Benefits $51,010). CIC-related termination: $15,311,549 total (Cash $3,290,000; Equity $11,970,539; Benefits $51,010) |
| Normal Retirement | Post-60, 5+ years service, 12-month notice, non-compete conditions, etc.; upon retirement, unvested equity generally continues/settles as if employment continued (performance PSUs at actual); options remain for full term |
| Clawback | Executive compensation clawback adopted Oct 2023 per SEC/Nasdaq rules |
| Tax Gross-ups | None, including no excise-tax gross-ups on CIC |
| SERP/Deferred Comp/Perquisites | No SERP, nonqualified deferred comp, or excess perquisites; 401(k) match available |
Board Governance & Director Service
- Board roles: Owens is CEO and director; not independent; the Chairperson role is held by John Sullivan, with a Lead Independent Director (Shiraz Ladiwala); CEO and Chair are separate roles .
- Committee structure: All standing committees (Audit, Compensation, Nominating & Governance) are entirely independent; Compensation Committee members in FY2025 were Shannon Hall (Chair), Tony Tripeny, and Mark Capone .
- Board practices: Independent director executive sessions each quarterly meeting; directors attended 100% of FY2025 board meetings; only Owens attended the 2024 annual shareholder meeting (management notes shareholder attendance historically low) .
- Director pay: Employee directors (including Owens) receive no additional director compensation .
Compensation Structure Analysis
- Mix and risk profile: CEO target pay heavily tilted to variable compensation (annual bonus and PSUs/RSUs); equity mix shifted from options to RSUs/PSUs, enhancing retention and reducing strike-risk vs options .
- Metric rigor and alignment: FY2025 STIP balanced across revenue growth, AOI growth, and inventory reduction; PSU program shifted to 3-year measurement with 50% weighting on relative TSR, moving to 100% TSR for FY2026 PSUs, aligning realized pay to shareholder outcomes .
- Shareholder feedback and Say-on-Pay: 94.6% support in 2024; enhancements included longer PSU periods and higher TSR weighting .
- Policies and protections: Robust clawback; anti-hedging/pledging; ownership guidelines (CEO 5x salary) — all NEOs compliant/on track .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-Pay approval: 94.6% in 2024 .
- Peer group (FY2025 design): Adaptive Biotechnologies, Azenta, Cryoport, Cytek Biosciences, Haemonetics, LeMaitre Vascular, Maravai, Neogen, NeoGenomics, Quanterix, Standard BioTools, Veracyte, among others; refined to reflect Mesa’s life sciences tools scope and size .
- Committee uses peer data for context; does not mechanically target a percentile for each component .
Risk Indicators & Red Flags
- Equity acceleration: Single-trigger equity acceleration upon CIC (with double-trigger cash), which can incentivize deal timing and may be a governance consideration for investors .
- Option pressure: All options out-of-the-money at FY2025 year-end; 21,000 options exercised during FY2025 but with modest intrinsic value realized ($19,538) .
- Trading policy: Anti-hedging and anti-pledging policies reduce alignment risks; no related-party transactions disclosed requiring Item 404 reporting; Section 16 filings timely .
- Pay ratio: CEO pay ratio 81:1 for FY2025 (context for stakeholder optics) .
Investment Implications
- Alignment: Strong pay-for-performance architecture with multi-year PSU design and increased TSR weighting ties Owens’ realized pay more tightly to shareholder returns; ownership policy (5x salary) and 2.3% direct stake provide meaningful alignment .
- Retention and overhang: Significant unvested equity (RSUs and PSUs vesting through 2027) supports retention but could create periodic sell-to-cover flows around vest dates (e.g., mid-2026 and mid-2027) .
- M&A/CIC dynamics: Single-trigger equity acceleration on CIC is shareholder-unfriendly to some investors and may influence event-driven incentives; double-trigger cash severance sized at 2x salary+bonus is within small/mid-cap norms but should be monitored .
- Execution track record: FY2025 outperformance on revenue and AOI plan metrics (CPF 140%) and inventory normalization signal improved operating execution; however, five-year TSR lag vs peers suggests market still awaits sustained value creation; increased TSR weighting in PSUs sharpens accountability .
Board independence mitigants (separate Chair, Lead Independent Director, independent committees, quarterly executive sessions) help address dual-role concerns from Owens serving as CEO and director **[724004_0001437749-25-022559_mlab20250206_def14a.htm:10]** **[724004_0001437749-25-022559_mlab20250206_def14a.htm:11]**.