Sign in

You're signed outSign in or to get full access.

Shannon Hall

Director at MESA LABORATORIES INC /CO/
Board

About Shannon Hall

Shannon Hall is an independent director of Mesa Laboratories, Inc. (MLAB) since 2020 and serves as Chair of the Compensation Committee. She is the Co‑Founder and Chief Executive Officer of Pow.Bio, bringing operating experience in life sciences and scaling biotech manufacturing. The Board affirms her independence under MLAB’s Governance Guidelines; the Board met four times in FY2025 and all directors attended 100% of Board meetings, indicating strong engagement. Core governance credentials: compensation design oversight, shareholder-aligned pay structures (multi‑year PSUs, higher TSR weighting), and adherence to anti‑hedging/pledging and stock ownership policies .

Past Roles

  • Not disclosed in the proxy statements reviewed.

External Roles

OrganizationRoleTenureCommittees/Impact
Pow.Bio (private)Co‑Founder & Chief Executive OfficerCurrent (not dated in proxy)Operating executive; relevant life sciences scale-up expertise

Board Governance

  • Independence and attendance
    • Independent director under MLAB’s Governance Guidelines; Board met 4 times in FY2025; all directors attended 100% of Board meetings .
  • Committee assignments and chair roles
    • Compensation Committee Chair; members: Hall (Chair), Tony Tripeny, Mark Capone; no Item 404 related‑party transactions or interlocks; no cross‑company “comp committee” interlocks in FY2025 .
  • Board practices and oversight
    • Lead Independent Director (Shiraz Ladiwala); executive sessions of independent directors each quarterly meeting; strong risk oversight and formal charters for Audit, Compensation, and Nominating & Governance .
  • Shareholder engagement and say‑on‑pay
    • Say‑on‑pay approval at 2024 annual meeting: 94.6%; outreach to holders representing ~80% of shares with ~40% meeting participation in FY2025 .

Fixed Compensation

  • Director fee framework (per year) | Component | FY2024 | FY2025 | |---|---:|---:| | Director Retainer (cash) | $60,000 | $60,000 | | Annual RSU Value | $150,000 | $180,000 | | Committee Chair Retainer (Audit/Comp/NomGov) | $10,000 | $10,000 | | Chair of the Board | $45,000 | $45,000 | | Lead Independent Director | $10,000 | $10,000 |

  • Shannon Hall – director pay received | Metric | FY2024 | FY2025 | |---|---:|---:| | Fees Earned or Paid in Cash ($) | $70,000 | $70,000 | | Stock Awards ($) | $150,134 | $180,105 | | Total ($) | $220,134 | $250,105 | | Cash Mix (%) | 31.8% (70,000 / 220,134) | 28.0% (70,000 / 250,105) | | Equity Mix (%) | 68.2% | 72.0% |

Implications: Equity-heavy mix aligns director incentives with shareholders; increase in annual RSU value from $150k to $180k signals stronger equity alignment while keeping cash flat .

Performance Compensation

  • Annual director equity awards (RSUs; no performance conditions) | Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value | Vesting | |---|---|---:|---:|---| | Sep 1, 2023 | RSU | 1,074 | $150,134 | Cliff vest on first anniversary (Sep 1, 2024) | | Aug 15, 2024 | RSU | 1,404 | $180,105 | Cliff vest on first anniversary (Aug 15, 2025) |

Notes: Directors may elect to take cash retainers in RSUs; Mr. Ladiwala elected RSUs for the retainer; no stock options granted to directors and none outstanding as of Mar 31, 2025 .

Other Directorships & Interlocks

  • Public company boards (current/last 5 years): None disclosed for Hall; the proxy states that except Messrs. Tripeny and Capone, no director held any other public company directorships in the past five years .
  • Compensation Committee interlocks: None; no member was a Mesa officer/employee; no reciprocal executive/director interlocks with other companies during FY2025 .

Expertise & Qualifications

  • Current operating CEO in synthetic biology/bioprocessing (Pow.Bio), relevant to life sciences tools and regulated manufacturing end‑markets .
  • Compensation governance: chairs MLAB’s Compensation Committee; stewardship over shift to 3‑year PSU performance periods and higher weighting for TSR; committee engages an independent advisor (FW Cook) and reports no conflicts .
  • Governance hygiene: Board maintains anti‑hedging/anti‑pledging policy; formal ownership guidelines for directors and executives .

Equity Ownership

Ownership MeasureAs ofValue
Beneficially Owned SharesJune 3, 20252,785 shares (<1% of class)
Shares Outstanding BasisJune 3, 20255,455,437 shares
Ownership GuidelinesPolicyNon‑employee directors: ≥3x annual Board retainer within 5 years of first election; all directors comply or are on track

Policy safeguards: Insider Trading Policy prohibits hedging, pledging, short sales, and margin trading in company stock .

Governance Assessment

  • Strengths
    • Independent status, 100% Board meeting attendance in FY2025, and leadership as Compensation Committee Chair reinforce governance credibility and oversight effectiveness .
    • Pro‑shareholder compensation reforms executed under her committee: extended PSU measurement to 3 years; increased TSR weighting; continued shareholder outreach with strong say‑on‑pay support (94.6% in 2024) .
    • No Item 404 related‑party transactions; no compensation committee interlocks; strong code of conduct and ownership/hedging controls .
  • Watch items
    • Board does not require directors to attend the annual shareholder meeting; only the CEO attended in 2024 (not a breach but may be noted by some investors seeking direct board–shareholder interaction) .
    • As an active private‑company CEO, continued monitoring of time commitments is prudent; the Board states it reviews director time availability and found no conflicting board commitments .

No RED FLAGS identified: no pledging, no related‑party exposure, no legal proceedings, and no director interlocks disclosed .