Shiraz Ladiwala
About Shiraz Ladiwala
Shiraz S. Ladiwala is Mesa Laboratories’ Lead Independent Director and has served on the Board since 2021. He spent 24 years at Thermo Fisher Scientific in progressive leadership roles including Senior Vice President of Strategy & Corporate Development and General Manager, Asia-Pacific; he holds a bachelor’s degree in commerce from the University of Bombay and an MBA from the University of Michigan Ross School of Business; age disclosed as 57 in the 2023 proxy. The Board has affirmatively determined he is independent under Mesa’s Governance Guidelines, and he was appointed Lead Independent Director beginning in fiscal 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific | Senior Vice President, Strategy & Corporate Development | 24-year career | Corporate strategy, M&A execution, life sciences/bioproduction/diagnostics expertise; international operations leadership (GM, Asia-Pacific). |
External Roles
- The director biography and board nominee disclosures focus on Thermo Fisher experience and Mesa board service; no additional external public company roles are detailed in the cited proxy biography for Mr. Ladiwala.
Board Governance
- Role and responsibilities: Lead Independent Director with duties including presiding over executive sessions, serving as liaison between CEO/Chair/independent directors, assisting with Board agendas, authorizing retention of outside advisors, and availability for shareholder consultation. Executive sessions of independent directors occur preceding/following each regularly scheduled Board meeting and as needed.
- Independence: The Board affirmed Mr. Ladiwala’s independence under Governance Guidelines; all standing committees are fully independent.
- Committee assignments:
- Compensation Committee: Members in FY2025 were Shannon Hall (Chair), Tony Tripeny, Mark Capone; Mr. Ladiwala was not listed.
- Audit Committee: Members in FY2025 were Tony Tripeny (Chair), Jenny Alltoft, Mark Capone.
- Nominating & Corporate Governance Committee: The Board indicated a plan to expand to three members by appointing Mr. Ladiwala during fiscal 2025 (planning disclosure).
- Attendance: In FY2025 the Board met four times; each director attended/participated in 100% of Board meetings.
- Chair structure: Mesa separates CEO and Chair roles; Chair (Dr. Sullivan) is not independent under Mesa Governance Guidelines, so the Board maintains a Lead Independent Director (Mr. Ladiwala).
- Ownership/insider trading policy: Non-employee directors must own ≥3x total annual Board retainer within five years of first election; unvested RSUs count; hedging/pledging/margin trades are prohibited.
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Director annual cash retainer | $60,000 | Standard non-employee director cash retainer; directors may elect RSUs in lieu of cash. |
| Lead Independent Director retainer | $10,000 | Additional annual retainer for Lead Independent Director. |
| Committee chair retainer (if applicable) | $10,000 | For Audit, Compensation, or Nominating Committee chair roles; Mr. Ladiwala did not chair these committees in FY2025. |
| Fees earned or paid in cash (Mr. Ladiwala) | $0 | Mr. Ladiwala elected to receive his cash retainer in RSUs. |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant (standard non-employee director award) | Aug 15, 2024 | 1,404 | $180,105 | Vest in full on first anniversary of grant date, subject to continued service. | |
| Retainer in RSUs (elected in lieu of cash) | Fiscal 2025 | 545 | $69,913 | Same vesting convention as annual director RSUs; conversion price $128.28 per unit. | |
| Stock options | N/A | — | — | No stock options granted/held by directors in FY2025. | |
| PSUs (director) | N/A | — | — | Directors not granted PSUs; PSUs referenced apply to executives. |
Notes:
- RSU grant-date fair value for Aug 15, 2024 was $128.28 per unit (closing price less expected dividends over the vesting period).
- No options were granted to or held by Board members in FY2025.
Other Directorships & Interlocks
| Company | Role | Committee/Chair | Overlap/Interlock Notes |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No other public company directorships detailed in Mr. Ladiwala’s biography within cited materials. |
Expertise & Qualifications
- Corporate strategy and development; extensive M&A and growth execution in life sciences tools and diagnostics.
- International operations leadership (Asia-Pacific GM), cultural adaptability, financial acumen.
- Educational credentials: University of Bombay (commerce), University of Michigan Ross School of Business (MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date | Notes |
|---|---|---|---|---|
| Shiraz S. Ladiwala | 3,074 | <1% | June 3, 2025 | Includes shares with right to acquire within 60 days; percent based on 5,455,437 shares outstanding. |
| Ownership guideline status (directors) | Policy: ≥3x total annual Board retainer within 5 years | — | — | Unvested RSUs count; options/uneamed PSUs do not. Company states all directors comply or are on track. |
| Pledging/hedging/margin | Prohibited | — | — | Insider trading policy forbids pledging, hedging, short sales, margin trades. |
Governance Assessment
- Board effectiveness: As Lead Independent Director, Mr. Ladiwala enhances independent oversight by chairing executive sessions, managing information flow, and setting agendas with the Chair—mitigating the non-independent Chair structure and supporting robust governance.
- Independence and conflicts: Board affirmed Mr. Ladiwala’s independence; Board-wide review found no relationships/transactions compromising independence for independent directors.
- Engagement and attendance: 100% Board meeting attendance in FY2025 demonstrates strong engagement; executive sessions held each regular meeting bolster independent oversight.
- Alignment and incentives: Mr. Ladiwala elected to receive his retainer entirely in RSUs (545 units), increasing equity alignment; directors receive annual RSUs (1,404 units) with one-year vesting; no options granted.
- Ownership discipline and risk controls: Share ownership guidelines (≥3x retainer within five years) and strict insider trading prohibitions (no hedging/pledging/margin) reduce misalignment and risk.
- Shareholder context: Say-on-pay support at 94.6% in 2024 indicates strong shareholder endorsement of compensation governance; the Board increased emphasis on TSR in executive PSUs and conducts ongoing shareholder outreach.
Potential RED FLAGS to monitor
- Chair not independent under Mesa’s Governance Guidelines; reliance on Lead Independent Director structure remains important for balanced oversight.
- Beneficial ownership is small (<1%); while typical for directors of this size company, continued monitoring of ownership guideline compliance is prudent (company indicates directors comply or are on track).