John Sullivan
About John Sullivan
John Sullivan, Ph.D., is Chairperson of the Board at Mesa Laboratories, Inc. and was first elected to the Board in 2009 . He is a former CEO of Mesa; after stepping down, he served part-time in investor relations until retiring from the Company in January 2021 . Under Mesa’s stricter Governance Guidelines, Sullivan is not considered independent due to his prior executive role (though he could be independent under Nasdaq rules) . He regularly communicates governance and compensation priorities to shareholders, authoring the Board’s annual letter as Chair .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Mesa Laboratories, Inc. | Chairperson of the Board | Current (Chair role described as of FY2025) | Sets Board agendas; presides at Board meetings; liaises with Lead Independent Director; leverages M&A experience to support growth strategy |
| Mesa Laboratories, Inc. | President & CEO | Prior executive role (date not specified) | Former CEO; not independent under Mesa Governance Guidelines |
| Mesa Laboratories, Inc. | Part-time Investor Relations (post-CEO) | Continued after CEO retirement; retired from Mesa January 2021 | Facilitated shareholder communications post-CEO tenure |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Except for Tony Tripeny and Mark Capone, no director (including Sullivan) held other public company directorships in the past five years . |
Board Governance
- Board independence and structure: Sullivan is Chairperson and not independent under Mesa’s Governance Guidelines; the Board maintains a Lead Independent Director (Shiraz Ladiwala) and holds executive sessions of independent directors at each quarterly Board meeting to ensure oversight .
- Committee membership: All standing committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors; given Sullivan’s non-independence under Mesa’s Guidelines, he does not serve on these committees .
- Committee compositions (FY2025): Audit Committee—Chair: Tony Tripeny; Members: Jennifer Alltoft, Mark Capone . Compensation Committee—Chair: Shannon Hall; Members: Mark Capone, Tony Tripeny . Nominating & Governance—responsibilities detailed; committees operate under written charters and conduct annual evaluations .
- Attendance: The Board met four times in FY2025; all directors attended 100% of Board meetings .
- Annual meeting attendance: Directors are not required to attend due to historically low participation; only the CEO attended the 2024 annual meeting .
- Risk oversight: The Board oversees enterprise risk; Audit Committee covers cybersecurity and related-party reviews; Compensation Committee ensures incentives avoid excessive risk; Nominating & Governance oversees board composition and corporate responsibility .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Cash—Director Retainer | $60,000 | Paid quarterly in cash unless elected as RSUs |
| Cash—Chair of the Board Retainer | $45,000 | Additional cash retainer for serving as Chair |
| Total Cash Fees | $105,000 | Sum of director + chair retainers as reported for Sullivan |
| Annual RSU Grant—Grant Date | August 15, 2024 | Non-employee director annual grant |
| Annual RSU Grant—Shares | 1,404 RSUs | Granted to each non-employee director (Sullivan included) |
| RSU Grant—Per-unit Fair Value | $128.28 | Closing price less expected dividends; grant-date fair value per unit |
| RSU Grant—Total Value | $180,105 | Sullivan’s reported stock award fair value |
| RSU Vesting | 1-year cliff | Vests on first anniversary of grant date, subject to continued service |
| Options | None outstanding | No stock options held by Board members as of March 31, 2025 |
Performance Compensation
| Metric/Instrument | Structure | FY2025 Detail |
|---|---|---|
| Performance-based awards (Director) | None disclosed | Director grants are time-based RSUs with one-year vest; no performance metrics for director equity awards |
Other Directorships & Interlocks
| External Board | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | Proxy states no other public company directorships for Sullivan over past five years (interlocks unlikely) |
Expertise & Qualifications
- Former CEO with significant M&A experience, aligned to Mesa’s acquisitive growth strategy; cited by Board as rationale for his Chair role .
- Advanced academic credential (Ph.D.) reflected in Board Chair’s letter signature .
- Deep institutional knowledge and long tenure (director since 2009), aiding strategic continuity and oversight .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 70,658 shares | Includes shares acquirable within 60 days |
| Ownership as % of outstanding | 1.3% | Based on 5,455,437 shares outstanding |
| Indirect holdings | 44,780 shares | Held via trust |
| Options | None as director | Board members held no options as of March 31, 2025 |
| Stock ownership guidelines | 3x annual Board retainer | Must be met within five years of first election |
| Guideline compliance | Compliant or on track | All directors comply or are on track per policy |
| Hedging/pledging | Prohibited | Anti-hedging, anti-pledging policy for directors/officers |
Governance Assessment
- Independence and oversight: Not independent under Mesa’s Governance Guidelines, which is a potential governance red flag; mitigated by separation of CEO and Chair roles, a strong Lead Independent Director, and regular executive sessions of independent directors .
- Committee safeguards: Standing committees are fully independent, with robust charters and annual evaluations, reducing risk of undue influence from non-independent leadership .
- Engagement and attendance: 100% Board meeting attendance supports effectiveness; proactive shareholder outreach and compensation program refinements signal responsiveness and alignment with investor feedback .
- Pay and alignment: Director compensation mix balances modest cash retainers (including chair premium) with annual RSUs that vest over one year; options are not used, and policies prohibit hedging/pledging, supporting alignment with long-term shareholders .
- Conflicts and related-party exposure: No Item 404 related-party transactions in FY2025, and Audit Committee reviews such transactions, indicating low direct conflict risk from Sullivan’s role/holdings .
Red flags and monitoring:
- Red flag: Non-independence of Chair under company guidelines—investors should monitor Lead Independent Director effectiveness and committee autonomy .
- No pledging/hedging allowed and no related-party transactions disclosed—reduces alignment concerns and conflict risk .
- Annual director equity grants are time-based (not performance-based)—common practice, but investors may prefer longer vesting or deferred units for stronger long-term alignment .