Not independent
Tenure on this board
16.3 yrs
7 nominees · 3 ballot items.
Elect seven directors named in the Proxy Statement; ratify Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2027; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect seven director nominees named in the Proxy Statement to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as Mesa’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the CD&A, compensation tables, and narrative disclosures.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (a say-on-pay vote). Management is seeking shareholder endorsement to validate its compensation design and governance approach, which emphasizes pay-for-performance with a majority of executive pay at risk (annual cash incentives and long-term PSUs/RSUs). The Compensation Committee has designed PSUs based solely on relative total shareholder return measured against the S&P Composite 1500 Healthcare Index over a three-year period and increased post-vesting holding periods to strengthen long-term alignment. The Board cites robust shareholder engagement and high prior say-on-pay support (94.2% in 2025) as context and argues that the current program balances short-term operational metrics (revenues and adjusted operating income) with long-term TSR-based incentives. The advisory nature of the vote means it is non-binding, but the Board commits to reviewing results and considering shareholder feedback when designing future programs. Company-specific context includes a recent CEO transition and active outreach to large shareholders, which the Board says informed changes to PSU design and holding requirements. Voting FOR would signal shareholder support for the Board’s current compensation philosophy and metrics; a significant vote against could prompt the Compensation Committee to reassess program elements and further engage with investors.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Long Path Partners LP | 8.53% | 477,126 | $47M |
| 2 | Boston Partners | 4.60% | 257,384 | $26M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.24% | 237,457 | $24M |
| 4 | BlackRock, Inc. | 3.72% | 208,241 | $21M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 3.61% | 202,101 | $20M |
| 6 | Ranger Investment Management, L.P. | 3.11% | 173,988 | $17M |
| 7 | BlackRock, Inc. | 2.96% | 165,733 | $16M |
| 8 | Diamond Hill Capital Management, LLC (Investment Advisor | 2.78% | 155,771 | $16M |
| 9 | KENNEDY CAPITAL MANAGEMENT LLC | 2.47% | 138,301 | $14M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.44% | 136,795 | $14M |
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