Mesa Air Group (MESA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 14, 2024, with shareholders of record as of June 24, 2024, eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• Shareholders can vote in person or by proxy, with options to vote online, by phone, or by mail; a quorum requires a majority of shares present or represented.

• The proxy statement details board nominees, executive compensation, governance practices, and shareholder rights.

Voting matters and shareholder proposals

• Proposals include electing seven directors, an advisory vote on executive compensation, an advisory vote on the frequency of future say-on-pay votes, and ratification of Marcum LLP as the independent auditor.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Shareholders may submit proposals for the 2025 meeting between April 7 and May 16, 2025, or by March 3, 2025, for inclusion in the proxy under SEC rules.

Board of directors and corporate governance

• The board consists of seven directors, with a majority being independent; one director is designated by United Airlines under a contractual agreement.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and independent members.

• The board leadership structure includes a combined Chairman/CEO and a Presiding Independent Director.

• Directors are encouraged to attend annual meetings, and all but one attended in 2023.

• Board diversity is disclosed, with one diverse director as of June 30, 2024.