Novanta : 2026 Proxy Statement

Published: 2026-04-27 17:20:13 ET NOVT

Published on 04/27/2026 at 05:20 pm EDT

We Deliver Innovation That Matters

April 24, 2026

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

Dear Shareholder:

It is my pleasure to invite you to the annual meeting of shareholders of Novanta Inc. to be held virtually at 3:00

p.m. Eastern Time on Thursday, May 28, 2026. Shareholders may attend the annual meeting online by visiting https://www.virtualshareholdermeeting.com/NOVT2026. You will be able to vote and ask questions online as you would if you were to attend the meeting in person.

The purposes of the meeting are to: (i) elect the Board of Directors; (ii) approve, on an advisory basis, the Company's executive compensation; and (iii) appoint Deloitte & Touche LLP as the Company's independent registered public accounting firm.

Information regarding the above matters is contained in the formal notice of meeting and management proxy circular on the following pages. The Novanta Inc. Annual Report for the fiscal year ended December 31, 2025 accompanies this management proxy circular. We urge you to read the proxy materials in their entirety and to consider them carefully.

It is important that your shares be represented at the annual meeting, regardless of the size of your holdings. Accordingly, whether or not you expect to attend the meeting, we urge you to vote promptly by returning the enclosed proxy form or by submitting your proxy via telephone or online as soon as possible.

On behalf of the Board of Directors, I thank you for your participation.

Very truly yours,

/s/ Matthijs Glastra Matthijs Glastra

Chair of the Board of Directors and Chief Executive Officer

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "2026 Annual Meeting") of Novanta Inc., a New Brunswick corporation, which we refer to in this notice and in the attached management proxy circular as the "Company," will be held online at 3:00 p.m. Eastern Time on Thursday, May 28, 2026, at https://www.virtualshareholdermeeting.com/NOVT2026. All shareholders and any other persons entitled to attend the 2026 Annual Meeting may attend online at https://www.virtualshareholdermeeting.com/NOVT2026. You will be able to vote and ask questions online as you would if you were to attend the meeting in person.

The 2026 Annual Meeting will be held for the following purposes:

To elect Lonny J. Carpenter, Matthew T. Farrell, Matthijs Glastra, R. Matthew Johnson, Mary Katherine Ladone, Maxine L. Mauricio, Thomas N. Secor, Darlene J.S. Solomon, Ph.D., and Frank A. Wilson to our Board of Directors until the next annual meeting of shareholders, until their successor is elected or appointed, or until their earlier death, resignation or removal;

To approve, on an advisory basis, the Company's executive compensation;

To appoint Deloitte & Touche LLP as the Company's independent registered public accounting firm to serve until the 2027 annual meeting of shareholders; and

To transact such other business as may properly come before the meeting or any postponement, continuation or adjournment thereof.

Only shareholders of record as of the close of business on Tuesday, April 14, 2026 will be entitled to attend and vote at the meeting and at any postponement, continuation or adjournment thereof.

All shareholders are requested to complete, sign, date and return the form of proxy in the enclosed envelope to Broadridge Financial Solutions Inc., Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9, Canada before 3:00 p.m. Eastern Time on Tuesday, May 26, 2026, or, if the meeting is postponed, continued or adjourned, prior to 3:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. If you are a shareholder of record, you may also vote by telephone or on the Internet by following the instructions on the enclosed proxy form, no later than 3:00 p.m. Eastern Time on Tuesday, May 26, 2026, or, if the meeting is postponed, continued or adjourned, prior to 3:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting.

Shareholders who vote by telephone or the Internet should not return a proxy form.

A copy of the management proxy circular and a proxy form accompany this notice. This notice, the management proxy circular, the proxy form and the Company's 2025 Annual Report will be forwarded on or about Wednesday, April 29, 2026 to the holders of the Company's common shares as of the close of business on Tuesday, April 14, 2026.

All monetary amounts listed in the proxy circular are in U.S. dollars, unless otherwise indicated.

DATED at Bedford, Massachusetts this 24th day of April, 2026.

By Order of the Board of Directors

/s/ Matthijs Glastra Matthijs Glastra

Chair of the Board of Directors and Chief Executive Officer

Information Concerning Voting and Solicitation .............................................................................................. 1

Item 1-Election of Directors................................................................................................................................... 6

Item 2-Advisory Vote on the Company's Executive Compensation 12

Item 3-Appointment of Independent Registered Public Accounting Firm 15

Executive Officers 18

Corporate Governance 20

Director Compensation 29

Compensation Discussion and Analysis 33

Executive Compensation 47

CEO Pay Ratio 67

Pay Versus Performance Disclosure 68

Security Ownership of Certain Beneficial Owners and Management 74

Certain Relationships 77

Other Matters 78

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

Novanta Inc., a New Brunswick corporation, which, together with its subsidiaries, we refer to in this management proxy circular as the "Company," will hold its annual meeting of shareholders (the "2026 Annual Meeting") online at 3:00 p.m. Eastern Time on Thursday, May 28, 2026 at https://www.virtualshareholdermeeting.com/NOVT2026. You will be able to attend the 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/NOVT2026 and logging in using the 16-digit control number included in your proxy card or on the instructions that accompanied your proxy materials. You will be able to vote and ask questions online as you would if you were to attend the meeting in person.

This management proxy circular and the enclosed proxy form are furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of the Company for use at the meeting. The solicitation will be made by mail, but proxies may also be solicited personally, by telephone or by email or other electronic means by directors, officers or other employees of the Company. The cost of solicitation has been or will be borne by the Company. The Company may also pay brokers or nominees holding common shares of the Company in their names or in the names of their principals for their reasonable expenses in sending solicitation material to their principals.

The notice of the meeting, this management proxy circular, the proxy form and a copy of the Company's annual report for the fiscal year ended December 31, 2025 (the "2025 Annual Report") will be forwarded on or about Wednesday, April 29, 2026 to the holders of the Company's common shares as of the close of business on Tuesday, April 14, 2026 (the "Record Date").

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2026

The following proxy materials are available for review at: https://investors.novanta.com/financials/annual-reports

the management proxy circular;

the Company's 2025 Annual Report; and

any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.

At the meeting, you will be entitled to vote on the following proposals:

To approve, on an advisory (non-binding) basis, the Company's executive compensation (see page 12);

To appoint Deloitte & Touche LLP as the Company's independent registered public accounting firm to serve until the 2027 annual meeting of shareholders (see page 15); and

To transact such other business as may properly come before the meeting, or any postponement, continuation or adjournment thereof.

We are not aware of any other business to be brought before the meeting. If any additional business is properly brought before the meeting, the designated officers serving as proxies will vote in accordance with their best judgment.

The Board recommends that you vote your shares as follows:

"FOR" the election of each of the nominees for director named in this management proxy circular;

"FOR" the approval, on an advisory basis, of the Company's executive compensation; and

"FOR" the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm to serve until the 2027 annual meeting of shareholders.

The 2026 Annual Meeting will be held virtually. All shareholders and any other persons who are entitled to attend the 2026 Annual Meeting may attend online by visiting https://www.virtualshareholdermeeting.com/NOVT2026 and logging in using the 16-digit control number included either on your proxy form or on the instructions that accompanied your proxy materials. If your shares are held in "street name," as described below, you should contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. The 2026 Annual Meeting platform is expected to be fully supported across browsers and devices running the most updated version of applicable software plug-ins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the 2026 Annual Meeting. The webcast 2026 Annual Meeting allows you to attend the meeting live, submit questions and, if you are a shareholder of record, submit your vote during the 2026 Annual Meeting if you have not done so in advance of the 2026 Annual Meeting. Please note that only holders of record will be able to vote during the 2026 Annual Meeting. If you lose your 16-digit control number, you may join the 2026 Annual Meeting as a "Guest." Guests will be able to attend the 2026 Annual Meeting by joining the webcast as a guest at https://www.virtualshareholdermeeting.com/NOVT2026. Guests will not be able to submit questions or vote during the 2026 Annual Meeting. The meeting webcast will begin promptly at 3:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 2:50 p.m. Eastern Time on May 28, 2026, and you should allow ample time for check-in procedures.

The persons named in the enclosed proxy form are officers of the Company. A shareholder may appoint a person, other than the persons already named in the enclosed proxy form, to represent the shareholder at the meeting by inserting the name of such other person in the blank space provided in the proxy form, online at https://www.proxyvote.com or by completing another proper form of proxy. Such person need not be a shareholder. The completed proxy form must be mailed in the enclosed business reply envelope to and deposited with Broadridge Financial Solutions, Inc., Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9, Canada no later than 3:00 p.m. Eastern Time on Tuesday, May 26, 2026, or, if the meeting is postponed, continued or adjourned, prior to 3:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting.

If you are a shareholder of record, you may also vote by telephone or on the Internet by following the instructions on the enclosed proxy form, no later than 3:00 p.m. Eastern Time on Tuesday, May 26, 2026, or, if the meeting is postponed, continued or adjourned, prior to 3:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. You will need your 16-digit control number located on the form of proxy/voting instruction form. Shareholders who vote by telephone or on the Internet should not return a proxy form by mail.

The shareholder executing the proxy form may revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy: (a) by delivering another properly executed proxy form bearing a later date and depositing it in the manner and by the deadline described above; (b) by delivering an instrument in writing revoking the proxy, executed by the shareholder or by the shareholder's attorney authorized in writing at the registered office of the Company, at any time up to and including the last business day preceding the date of the meeting, or at any reconvened meeting following its postponement, continuation or adjournment; (c) by voting during the 2026 Annual Meeting, if you are a shareholder of record; or (d) in any other manner permitted by law.

The officers named in the proxy form enclosed with this management proxy circular will vote or withhold from voting the common shares of the Company in respect of which they are appointed proxy in accordance with the directions of the shareholder appointing them and, if a shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such direction, the shares will be voted:

"FOR" the election of each of the nominees for director named in this management proxy circular;

"FOR" the approval, on an advisory basis, of the Company's executive compensation; and

"FOR" the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm to serve until the 2027 annual meeting of shareholders.

At the close of business on the Record Date, the Company had 35,610,633 common shares outstanding and entitled to vote. Each share is entitled to one vote. The failure of any shareholder to receive a notice of meeting of shareholders does not deprive the shareholder of a vote at the meeting.

The following votes are required to approve each of the proposals at the meeting.

Election of Directors. The nominees for director named in this management proxy circular will each be elected by a majority of the votes cast.

Advisory Vote on the Company's Executive Compensation. The proposal regarding the approval, on an advisory basis, of the Company's executive compensation requires the approval of a majority of the votes cast in respect of such matter.

Appointment of Independent Registered Public Accounting Firm. The proposal regarding the approval of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm requires the approval of a majority of the votes cast in respect of such matter.

No votes may be taken at the meeting, other than a vote to adjourn, unless a quorum has been constituted consisting of the representation of at least thirty-three and one-third percent (33 1/3%) of the outstanding shares entitled to vote as of the Record Date. Votes will be tabulated by a representative of Broadridge Financial Solutions, Inc., which is also serving as the inspector of election or scrutineer for the meeting.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to amendments to or variations of matters identified in the notice of meeting and such other matters that may properly come before the meeting or any postponement, continuation or adjournment thereof. As of the date of this management proxy circular, the management of the Company knows of no such amendments, variations or other matters to be presented at the meeting.

Voting for the Election of Directors

Section 65(1) of the Business Corporations Act (New Brunswick) provides for cumulative voting for the election of directors so that each shareholder entitled to vote at an election of directors has the right to cast an aggregate number of votes equal to the number of votes attached to the shares held by such shareholder multiplied by the number of directors to be elected, and may cast all such votes in favor of a single candidate or distribute them among the candidates in any manner the shareholder decides. The statute further provides, in section 65(2), that a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution of the shareholders is passed unanimously permitting two or more persons to be elected by a single resolution. Where a shareholder has voted for more than one candidate without specifying the distribution of votes among such candidates, the shareholder shall be deemed to have divided the votes equally among the candidates for whom such shareholder voted. If a shareholder desires to distribute votes other than equally among the nominees for whom such shareholder has directed the persons in the enclosed form of proxy to vote, such shareholder must do so at the meeting or by another form of proxy. On any ballot for the election of directors, the persons named in the proxy will be deemed to have cast their votes equally among all the proposed nominees, unless: (a) any nominee is excluded by the shareholder in their proxy; or (b) the shareholder has directed that the shares be withheld from voting for the election of directors.

Directors will be elected by a majority of the votes cast in the manner described above in an uncontested election. If the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled.

For purposes of determining the presence or absence of a quorum, abstentions and broker non-votes will be counted as present. With respect to the approval of any particular proposal, abstentions and broker non-votes will not be counted in determining the number of votes cast. A broker non-vote occurs when a broker submits a proxy form with respect to common shares held in a fiduciary capacity (typically referred to as being held in "street name") but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Brokers will return your proxy as a broker non-vote if the broker does not receive voting instructions from you and if, under applicable stock exchange or other rules, the broker does not have the discretion to vote those shares on the applicable matter(s) that come before the meeting.

We believe a virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. In addition, as part of our efforts to minimize the negative environmental impact from physical travels, we believe that holding our annual shareholder meeting via remote participation is in the best interest of the Company and its shareholders. You will be able to attend the 2026 Annual Meeting online by visiting https://www.virtualshareholdermeeting.com/NOVT2026. If you are a shareholder of record, you also will be able to vote your shares electronically and submit questions at the 2026 Annual Meeting by joining the meeting following the instructions above.

As part of the 2026 Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by shareholders during the meeting that are pertinent to the Company and the meeting matters, for up to 15 minutes after the completion of the 2026 Annual Meeting. Only shareholders that have accessed the 2026 Annual Meeting as a shareholder (rather than a "Guest") by following the procedures outlined above in "Attending the 2026 Annual Meeting" will be permitted to submit questions during the 2026 Annual Meeting. Each shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

irrelevant to the business of the Company or to the business of the 2026 Annual Meeting;

related to material non-public information of the Company, including the status or results of our business since our last Annual Report on Form 10-K or Quarterly Report on Form 10-Q;

related to any pending, threatened or ongoing litigation;

related to personal grievances;

derogatory references to individuals or otherwise in bad taste;

substantially repetitious of questions already asked by another shareholder;

in excess of the two-question limit;

in furtherance of the shareholder's personal or business interests; or

out of order or not otherwise suitable for the conduct of the 2026 Annual Meeting as determined by the Chair or secretary of the meeting in their reasonable judgment.

Additional information regarding the Q&A session will be available in the "Rules of Conduct" available on the 2026 Annual Meeting webpage for shareholders that have accessed the 2026 Annual Meeting as a shareholder (rather than a "Guest") by following the procedures outlined above in "Attending the 2026 Annual Meeting."

We will have technicians ready to assist you with any technical difficulties that you may have accessing the virtual meeting website. The information for assistance will be located on https://www.virtualshareholdermeeting.com/NOVT2026.

The Articles of the Company provide that our Board is to be comprised of a minimum of five (5) and a maximum of fifteen (15) directors, as determined from time to time by resolution of the Board. The Board has resolved that the entire Board shall consist of nine (9) directors.

Each nominee presented below, if elected, will serve as a director until the next annual meeting of shareholders, until his or her successor is elected or appointed, or until his or her earlier death, resignation or removal. All of the nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that a nominee is unable to serve or for good cause will not serve, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or elect to reduce the size of the Board.

The names of the nominees presented for election as directors at the 2026 Annual Meeting are listed below, along with information regarding when they joined the Board, their present principal occupation, recent business experience and their service on other companies' boards of directors. Matthew T. Farrell was initially recommended to serve on the Board by a third-party search firm and further evaluated and recommended to the Board for consideration by the Environmental, Social and Governance Committee (the "ESG Committee") prior to his appointment in 2025 to the Board.

All of the nominees currently serve on the Board. There are no family relationships between any of the nominees or between the nominees and any of the Company's officers.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ALL OF THE NOMINEES NAMED BELOW.

Name and Municipality of Primary Residence

Director Since

Age

Independent?

Principal Employment

Position with Novanta

Lonny J. Carpenter

Richland, Michigan, U.S.A.

2018

Yes

Former Group President of Stryker Corporation, a medical technology company

Director

Independent Lead Director Chair of the Compensation Committee

Member of the Environmental, Social and Governance ("ESG") Committee Member of the Transaction Committee

Matthew T. Farrell

New Hope, Pennsylvania, U.S.A.

2025 69 Yes

Former Chief Executive Officer of Church & Dwight Co. Inc., a global consumer products company

Director

Member of the Audit Committee Member of the Transaction Committee

Matthijs Glastra Boston, Massachusetts, U.S.A.

2016 57

Chair of the Board and Chief Executive

Officer of Novanta Same as Principal Employment

2024

Yes

2024

Yes

2020

Yes

2012

Yes

R. Matthew Johnson

President and Chief Executive Officer

Director

Austin, Texas, U.S.A.

of Silicon Labs, a global semiconductor Member of the ESG Committee technology company

Former Corporate Officer and Senior

Mary Katherine Ladone

Lisle, Illinois, U.S.A.

Maxine L. Mauricio Greenwich, Connecticut, U.S.A.

Thomas N. Secor New York, New York, U.S.A.

Darlene J.S. Solomon, Ph.D.

Portola Valley, California, U.S.A.

2022 67 Yes

Vice President, Corporate Development, Strategy & Investor Relations at Hill-Rom Holdings, Inc., a medical technology company Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of EMCOR Group, Inc., a provider of construction, facilities, and industrial services

Managing Director of Morningside Heights Capital, an investment firm

Former Senior Vice President and Chief Technology Officer of Agilent Technologies, Inc., a global leader in the life sciences, diagnostics and applied chemical markets

Director

Chair of the Transaction Committee

Director

Chair of the ESG Committee

Director

Member of the Audit Committee Member of the Transaction Committee

Director

Member of the Compensation Committee

Member of the ESG Committee

Member of the Compensation Committee

Member of the Transaction Committee

Inc., a life sciences diagnostics, discovery and analytical solutions company

Yes

2021

Senior Vice President of PerkinElmer, Chair of the Audit Committee

Frank A. Wilson Wellesley Hills, Massachusetts, U.S.A.

Director

Former Chief Financial Officer and

Lonny J. Carpenter

Lead Director

Mr. Carpenter has been a Director of the Company since May 10, 2018 and has served as Lead Director since May 13, 2021. Mr. Carpenter served as the Group President, Global Quality and Business Operations for Stryker Corporation ("Stryker"), a medical technology company, from January 2016 to March 2019. In this role, Mr.

Carpenter was responsible for setting company-wide direction for quality, manufacturing, procurement and logistics strategies, as well as the oversight of Stryker's commercial business operations in Europe, Canada, Eastern Europe, Middle East, Latin America and Africa. Mr. Carpenter served at Stryker as the Group President, Global Quality and Operations from 2011 to 2016, as the Group President, Instruments and Medical from 2008 to 2011, and as the President, Medical Division from 2006 to 2008. Mr. Carpenter began his career with Stryker in 1989, serving in multiple roles including as the Vice President, Global Operations. Mr. Carpenter has served since 2020 on the board of directors of Merit Medical Systems, Inc. (Nasdaq: MMSI), a publicly traded company that manufactures and markets proprietary disposable medical devices. Mr. Carpenter holds a Bachelor of Science degree from the United States Military Academy at West Point.

Mr. Carpenter's significant executive operating and commercial experience in the medical technology industry, as well as his broad business background in global manufacturing, engineering, supply chain, quality assurance, and regulatory affairs, provides the Board with greater insight into the healthcare industry as well as leadership in succession planning matters.

Matthew T. Farrell

Director

Mr. Farrell has been a Director of the Company since November 2, 2025. Mr. Farrell is the former Chief Executive Officer of Church & Dwight Co. Inc. ("Church & Dwight"), a global consumer products company, serving from January 2016 to March 2025 and as Chairman from 2019 until September 2025. In 2006, he joined Church & Dwight as Chief Financial Officer ("CFO") until 2014 when he became Chief Operating Officer and CFO until December 2015. Prior to joining Church and Dwight, Mr. Farrell served Alpharma, Inc., a pharmaceuticals company, now part of Pfizer, as the CFO for four years. Previously, he worked for Ingersoll-Rand Ltd., as Vice President of Investor Relations & Communications, and at AlliedSignal, Inc., now Honeywell International Inc., where he held various senior financial positions. Prior to AlliedSignal, Mr. Farrell was a partner with KPMG Peat Marwick. Mr. Farrell has served as a member of the board of directors of Trinseo PLC (OTCPK: TSEOF), a global materials supplier of latex binders, plastics, and specialty products, since 2020,

e.l.f. Beauty, Inc. (NYSE: ELF), a beauty company that provides cosmetics and skin care products worldwide, since February 2026, and Morton Salt, a major North American producer of salts, since July 2025. He also served on the board of Lydall Co., Inc., a global manufacturer of specialty engineered products and materials (now part of Alkegen), from 2003 to 2021.

Mr. Farrell brings to the Company's Board of Directors extensive experience in enterprise leadership, consumer products, strategic planning, mergers and acquisitions, capital markets and finance, and corporate governance.

Matthijs Glastra

Chair of the Board of Directors and Chief Executive Officer

Mr. Glastra was appointed Chair of the Company's Board of Directors on May 13, 2021 and has served as the Company's Chief Executive Officer and as a Director since September 1, 2016. Mr. Glastra joined Novanta in 2012 as a Group President and was appointed the Company's Chief Operating Officer in February 2015. Prior to Novanta, Mr. Glastra led and grew global technology businesses in advanced industrial and medical end markets during an 18-year career with Philips, both in Europe and in Silicon Valley. At Philips, Mr. Glastra

served as Chief Executive Officer of Philips Entertainment Lighting in 2012 and as Chief Operating Officer of Philips Lumileds from 2007 to 2012. Prior to that, Mr. Glastra held multiple General Manager and Vice President positions at the Philips Healthcare, Semiconductor and Lighting divisions from 1994 to 2007. Mr. Glastra also served as Director of Corporate Strategy in the Philips corporate headquarters. Mr. Glastra currently serves on the Board of Directors of IDEX Corporation (NYSE: IEX), an industrial manufacturing company. Mr. Glastra holds a Master of Science degree in Applied Physics from Delft University of Technology in Delft, Netherlands, an Advanced Engineering Degree from ESPCI in Paris, France, and an MBA from INSEAD in Fontainebleau, France.

Mr. Glastra's more than 25 years of leadership and executive operating experience in Original Equipment Manufacturer-based technology businesses in advanced industrial and medical end markets, and his intimate knowledge of the Company's businesses provide valuable insight to the Board in formulating and executing the Company's strategy.

R. Matthew Johnson

Director

Mr. Johnson has been a director of the Company since May 9, 2024. Mr. Johnson has served as President and Chief Executive Officer and a member of the board of directors of Silicon Laboratories Inc. (Nasdaq: SLAB), a global semiconductor technology company, since 2022. Prior to this position, Mr. Johnson served as President of Silicon Laboratories from 2021 to 2022 and as Senior Vice President and General Manager of Silicon Laboratories' Internet of Things Products from 2018 to 2021. Prior to joining Silicon Laboratories, Mr. Johnson held various leadership positions at NXP Semiconductors, N.V., Freescale Semiconductors, Inc., and Fairchild Semiconductor International, Inc. Mr. Johnson holds a Bachelor of Science degree in Electrical Engineering Technology from the University of Maine and has completed executive courses at Harvard Business School and Stanford University. Mr. Johnson is currently serving on the board of the U.S. Semiconductor Industry Alliance.

Mr. Johnson brings to the Company's Board of Directors extensive experience in enterprise leadership, business operations, strategic planning, digital and artificial intelligence technologies, research and development, investor relations, and corporate governance.

Mary Katherine Ladone

Director

Ms. Ladone has been a director of the Company since July 11, 2024. From 2018 until January 2022, Ms. Ladone served as Corporate Officer and Senior Vice President, Corporate Development, Strategy & Investor Relations at Hill-Rom Holdings, Inc., a medical technology company, and she served as vice president of investor relations at Hill-Rom from 2016 to 2018. Previously, Ms. Ladone served as Senior Vice President and Corporate Officer, Investor Relations of Baxalta, Inc., a global biopharmaceutical company, from 2015 to 2016. Prior to Baxalta Inc., Ms. Ladone served in a variety of senior finance, business development and investor relations roles for Baxter International, Inc., a global medtech company, from 1998 until July 2015. Ms. Ladone currently serves on the board of directors of Bioventus Inc. (Nasdaq: BVS), a medical device company focused on pain treatments, restorative therapies and surgical solutions, Inogen (Nasdaq: INGN), a portable oxygen therapies provider, and Kestra Medical Technologies, Ltd. (Nasdaq: KMTS), a wearable medical device and digital healthcare company. Ms. Ladone received a Bachelor of Business Administration degree from the University of Notre Dame.

Ms. Ladone brings to the Company's Board of Directors extensive medical technology and medical device experience in, and valuable insights on, corporate development, finance, and investor relations.

Maxine L. Mauricio

Director

Ms. Mauricio has been a Director of the Company since May 26, 2020. Ms. Mauricio has served as General Counsel and Secretary of EMCOR Group Inc.("EMCOR"), a Fortune 500 company providing electrical and mechanical construction services and facilities and industrial facilities, since January 2016 and Chief Administrative Officer since January 2024. Ms. Mauricio has been an Executive Vice President of EMCOR since February 2021 and was a Senior Vice President from January 2016 to February 2021. From January 2012 to December 2015, Ms. Mauricio was Vice President and Deputy General Counsel of EMCOR, and from May 2002 to December 2011, she served as EMCOR's Assistant General Counsel. Prior to joining EMCOR, Ms. Mauricio was an associate at Ropes & Gray LLP. Ms. Mauricio received her bachelor's degree summa cum laude from Dartmouth College and graduated cum laude from Harvard Law School. Currently, Ms. Mauricio is a member of the Native American Visiting Committee of Dartmouth College and the Board of Visitors of the Nelson A. Rockefeller Center for Public Policy and the Social Sciences. At EMCOR, in addition to legal, mergers and acquisitions, securities and compliance matters, Ms. Mauricio has oversight responsibility for sustainability, human resources, cybersecurity, safety and marketing. In May 2022, Ms. Mauricio received a certificate from MIT Management Executive Education in Cybersecurity Leadership for Non-Technical Executives.

Ms. Mauricio brings to the Company's Board of Directors extensive corporate governance, legal, mergers and acquisitions, and cybersecurity leadership and compliance expertise acquired at a global Fortune 500 company.

Thomas N. Secor

Director

Mr. Secor has been a Director of the Company since June 14, 2012. Mr. Secor has been Managing Director of Morningside Heights Capital, an investment firm, since March 2012. From April 2007 until March 2012, Mr.

Secor was employed by Goldman Sachs & Co, where he worked with Liberty Harbor, an absolute-return investment fund. While at Liberty Harbor, Mr. Secor focused on the fund's fundamental investment strategies, including debt and equity transactions. From 2005 until March 2007, Mr. Secor was a director and member of the legal group at Amaranth Advisors, an investment advisor. From 1998 until 2005, Mr. Secor was an attorney with Cleary, Gottlieb, Steen & Hamilton where he specialized in corporate and securities law. Mr. Secor received his Bachelor of Arts degree, cum laude, from Pomona College and his Juris Doctorate, cum laude, from the University of Chicago Law School.

Mr. Secor brings to the Company's Board of Directors more than 20 years of experience in strategic transactions, capital markets, corporate finance and profit management across a wide range of industries, as well as extensive corporate governance experience.

Darlene J.S. Solomon, Ph.D.

Director

Dr. Solomon has been a Director of the Company since June 28, 2022. She served as Senior Vice President and Chief Technology Officer of Agilent Technologies, Inc., a global leader in the life sciences, diagnostics and applied chemical markets, from 2006 until July 2023. Prior to 2006, Dr. Solomon served as Vice President and Director of Agilent Laboratories, Agilent's centralized advanced research organization. She joined Agilent in 1999 and served in a dual capacity as the director of the Life Sciences Technologies Laboratory and as the senior director, research and development/technology for Agilent's Life Sciences and Chemical Analysis business. She received her bachelor's degree in Chemistry from Stanford University and her Ph.D. in Inorganic Chemistry from MIT. Dr. Solomon is a member of the National Academy of Engineering and serves on multiple academic and government advisory boards focused on science, technology, and innovation. Dr. Solomon also serves on the Board of Directors at Materion Corporation (NYSE: MTRN), a leader in advanced materials (since 2011), and on the Board of Directors at Masimo Corporation (Nasdaq: MASI), a leader in non-invasive medical devices for patient monitoring (since 2024).

With extensive knowledge and experience in markets important to Novanta and leading innovation in a diversified global technology enterprise, Dr. Solomon brings to the Company's Board of Directors valuable insight on digital and artificial intelligence technologies, research and development, strategy, sustainability, and additional operational challenges faced by companies focused on commercialization of technology innovations.

Frank A. Wilson

Director

Mr. Wilson has been a Director of the Company since May 13, 2021. Mr. Wilson served most recently as Chief Financial Officer and Senior Vice President of PerkinElmer, Inc. ("PerkinElmer"), a life sciences diagnostics, discovery and analytical solutions company, from 2009 until his retirement in 2018. Prior to joining PerkinElmer, Mr. Wilson held key business development and finance roles for over 12 years at Danaher Corporation, a global science and technology conglomerate, including the position of Corporate Vice President of Investor Relations. Earlier in his career, Mr. Wilson worked for several years at AlliedSignal, Inc., now Honeywell International Inc., where he served as Vice President of Finance and Chief Financial Officer for the Commercial Avionics Systems division. Prior to Allied Signal, he held financial and controllership positions of increasing responsibility at PepsiCo Inc., as well as roles at E.F. Hutton and Company and KPMG LLP. Mr. Wilson has also served as a member of the board of directors of Alkermes plc (Nasdaq: ALKS), a public fully integrated, global biopharmaceutical company, since 2019 and Cabot Corporation (NYSE: CBT), a public global specialty chemicals and performance materials company, since 2018. From 2015 to early 2019, Mr. Wilson served as a member of the board of directors of Sparton Corporation, a provider of complex and sophisticated electromechanical devices, where he also served as the chair of the audit committee and chair of the board. Mr. Wilson is a Certified Public Accountant.

Mr. Wilson brings to the Company's Board of Directors extensive executive experience and expertise in financial management, business growth strategy, and mergers and acquisitions from a variety of global industries.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 provides our shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers ("NEOs"), which currently consist of our Chief Executive Officer, Chief Financial Officer, two Co-Chief Operating Officers, General Counsel and Corporate Secretary, and former General Counsel and Corporate Secretary, as disclosed in this management proxy circular in accordance with the SEC's rules. The Company has held a "say-on-pay" advisory vote every year since 2013 and following the advisory vote regarding the frequency of future "say-on-pay" votes held in 2025, the Company has determined to continue to hold the "say-on-pay" advisory vote every year until the next such advisory "say-on-pay" frequency advisory vote. The next "say-on-pay" advisory vote following this one will occur at the 2027 annual meeting of shareholders.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are asking our shareholders to provide advisory approval of the compensation of our named executive officers as such compensation is described in the "Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in this management proxy circular, beginning on page 33.

Motivating and retaining our talented and experienced leadership team is a critical component of our long-term success. We maintain an effective executive compensation program that incorporates best practices, sound governance policies and delivers the majority of our named executive officers' annual compensation through performance-based incentives that focus on both short-term and long-term sustainable performance. Our executive compensation program is designed to align with both shareholder interests and company performance through a combination of base salary, cash incentive awards and long-term equity-based incentive awards in the form of both service-based vesting restricted stock units ("RSUs") and performance-based vesting restricted stock units ("performance stock units" or "PSUs").

The following is a summary of some of the key points of our executive compensation program. We urge our shareholders to review the "Compensation Discussion and Analysis" section of this management proxy circular and the tabular disclosures following such section for more information.

Compensation Best Practices. We employ the following policies and practices that are designed to ensure our executive compensation programs are well-governed, reflect market-based best practices and do not promote inappropriate risk taking:

Independent Compensation Committee Yes

Independent Compensation Advisor Yes

Stock Ownership Guidelines Yes

No Section 280G Excise Tax Gross-Ups Yes

No Single-Trigger Equity Vesting upon Change in Control Yes

No Stock Option Repricing Without Shareholder Approval Yes

Clawback Policy for Incentive Compensation Yes

Anti-Hedging and Anti-Pledging Policies Yes

Formal Succession Plan Review Yes

Compensation Risk Assessment Annual

Shareholder Vote to Approve Executive Compensation on an Advisory Basis Annual

Pay-for-Performance. We aim to align our executive compensation with both annual and long-term performance goals of the Company. Our Senior Management Incentive Plan ("SMIP") provides cash incentive awards based on, at the discretion of the Compensation Committee, a specific or a combination of the Company's financial performance metrics, such as Adjusted EBITDA, Organic Revenue Growth, Adjusted Gross Margin, and Net Working Capital as a percentage of revenue ("NWC Ratio"). In 2025, the cash incentive awards component of our executive compensation was based on Organic Revenue Growth and Adjusted EBITDA. The Organic Revenue Growth and Adjusted EBITDA target levels of performance are correlated with the Company's revenue growth and profit growth.

Long-Term Compensation. In 2025, our annual long-term incentive compensation program included a mix of restricted stock units that vest ratably over three years and performance stock units that cliff vest on January 1, 2028 following the three-year performance period ending December 31, 2027, subject to continued employment through the date of vesting, achievement of applicable performance thresholds and accelerated vesting upon certain termination of employment or change in control events. Our long-term incentive compensation program is intended to align the interests of our executives with those of our shareholders, encourage retention and focus the executives on long-term profitable growth and shareholder value creation.

Prudent Corporate Governance. We are committed to maintaining a prudent corporate governance model and to continually improving our compensation practices and policies. Key practices in this regard include an annual review of the Company's compensation program by the Compensation Committee and the maintenance of a Compensation Committee composed entirely of independent, non-employee directors who satisfy applicable independence requirements.

Independent Compensation Consultation. For fiscal year 2025 compensation benchmarking and program design advice, the Compensation Committee used an independent global executive compensation

consulting firm, Aon plc, to advise the Compensation Committee on matters related to executive compensation.

Input from Shareholders. The Company has determined to hold a "say-on-pay" advisory vote every year to regularly receive and review input from shareholders on our compensation programs and practices.

The Compensation Committee believes that the policies and procedures articulated in the "Compensation Discussion and Analysis" section are effective in achieving the Company's goals and that the compensation of the Company's named executive officers reported in this management proxy circular reflects and supports these compensation policies and objectives. We encourage shareholders to review the "Compensation Discussion and Analysis" section beginning on page 33 of this management proxy circular.

Our Board of Directors believes that the information provided above and within the "Compensation Discussion and Analysis" section of this management proxy circular demonstrates that our executive compensation program was designed appropriately to support long-term value creation and aligns the interests of our named executive officers with the interests of our shareholders.

The following resolution will be submitted for a shareholder vote at the 2026 Annual Meeting:

RESOLVED, that the shareholders of Novanta Inc. approve, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission ("SEC"), including the "Compensation Discussion and Analysis", compensation tables and narrative discussion set forth in this management proxy circular.

This vote on our executive compensation is advisory and therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the Compensation Committee will consider the outcome of the vote when making future compensation decisions for the named executive officers.

The affirmative vote of a majority of the votes cast in respect of this matter at the 2026 Annual Meeting is required to approve, on an advisory (non-binding) basis, the compensation of our named executive officers. Abstentions and broker non-votes will not be counted in determining the number of votes cast and thus will not affect the voting results of this proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ADOPTION OF THE RESOLUTION APPROVING THE COMPANY'S COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

At the 2026 Annual Meeting, the shareholders will be asked to approve the appointment of Deloitte & Touche, LLP ("Deloitte") as the Company's independent registered public accounting firm to serve until the 2027 annual meeting of shareholders, or until such firm's earlier resignation or removal. Deloitte has served as the Company's independent registered public accounting firm since 2024.

We expect a representative of Deloitte to be present at the meeting to answer appropriate questions and to have an opportunity to make a statement if desired.

The affirmative vote of a majority of the votes cast in respect of this matter at the 2026 Annual Meeting is required to approve the appointment of Deloitte as the Company's independent registered public accounting firm to serve until the 2027 annual meeting of shareholders. Abstentions and broker non-votes will not be counted in determining the number of votes cast, and thus will not affect the voting results of this proposal. Because brokers have discretionary authority to vote on the appointment of Deloitte, we do not expect any broker non-votes in connection with this proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THIS APPOINTMENT.

Set forth below are the fees paid by the Company to its independent registered public accounting firm, Deloitte, for the fiscal years ended December 31, 2025, and 2024.

Independent Registered Public Accounting Firm Fees and Services

2025

2024

Audit Fees(1)

$ 2,129,000 $

2,036,000

Audit-Related Fees(2)

160,000

40,000

Tax Fees(3)

32,000

133,000

All Other Fees

Total

$ 2,321,000

$ 2,209,000

Consist of fees billed for professional services rendered for the audit of the Company's annual consolidated financial statements and internal control over financial reporting, review of the Company's interim consolidated financial statements included in quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees for fiscal year 2025 increased as compared to the prior year as a result of fees for professional services rendered in connection with the Company's Registration Statement on Form S-3 related to the issuance of tangible equity units, including the consent of Deloitte incorporated by reference therein. Audit-Related Fees for fiscal year 2024 consist of fees for professional services rendered in connection with other registration statement filings with the SEC.

Consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company's independent registered public accounting firm. This policy generally provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the services in advance, or the engagement is entered into pursuant to the pre-approval procedure described below.

Pursuant to the Audit Committee Charter, the Audit Committee may delegate pre-approval authority to an individual member of the Audit Committee. The decisions of any individual Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has delegated to the Chair of the committee the authority to pre-approve any audit, non-audit or other services provided to the Company by the Company's independent registered public accounting firm, except for the annual audit engagement and fees, which must be approved by the full Audit Committee.

The pre-approval of the Audit Committee or the pre-approval of the Chair of the Audit Committee was obtained for all services provided by Deloitte in fiscal year 2025.

The Audit Committee reviews non-audit services proposed to be provided by the independent registered public accounting firm to determine whether they would be compatible with maintaining the independent registered public accounting firm's independence. The Audit Committee has established policies and procedures for the engagement of the independent registered public accounting firm to provide non-audit services. Specifically:

The Audit Committee reviews and pre-approves estimated fees, or a reasonable range of such estimated fees, by specific categories of non-audit services (that are detailed as to the particular services) that the independent registered public accounting firm is to be permitted to provide. No prohibited services in the auditor independence provisions of the Sarbanes-Oxley Act of 2002 are permitted or approved. The Audit Committee's review includes an evaluation of the possible impact of the provision of such services by the independent registered public accounting firm on the firm's independence in performing its audit and audit-related services.

The Audit Committee pre-approves all non-audit services performed by the independent registered public accounting firm either by project or by category of service.

The primary purpose of the Audit Committee is to assist the Board of Directors in its oversight of the accounting and financial reporting processes of the Company and the audits of the consolidated financial statements of the Company.

In conjunction with the specific activities performed by the Audit Committee in its oversight role, it issued the following report:

The Audit Committee has reviewed and discussed the audited consolidated financial statements as of and for the year ended December 31, 2025 with the Company's management.

The Audit Committee has discussed with Deloitte, the independent registered public accounting firm for the year ended December 31, 2025, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received from Deloitte the written disclosures and the letters required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accounting firm's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte their independence from the Company.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Mr. Frank A. Wilson (Chair) Mr. Matthew T. Farrell

Mr. Thomas N. Secor

The foregoing Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Set forth below is information regarding the Company's current executive officers who are not also directors. Information concerning Matthijs Glastra, our Chief Executive Officer ("CEO"), may be found above in the section entitled "Item 1-Election of Directors" on page 6 of this management proxy circular.

Robert J. Buckley Chief Financial Officer Age: 52

Executive Officer since March 2011

Mr. Buckley was appointed the Company's Chief Financial Officer on March 31, 2011. Prior to joining the Company in February 2011, Mr. Buckley had a ten-year career with Revvity Inc. (formerly PerkinElmer, Inc.) ("Revvity"), a life science and diagnostic company selling to pharmaceutical and biotechnology markets, where he served in several financial management positions of increasing responsibilities. From September 2008 to February 2011, Mr. Buckley served as Vice President and Chief Financial Officer of Revvity's Environmental Health business. From September 2005 to September 2008, Mr. Buckley was Chief Financial Officer of Revvity's Asian operations. From April 2001 to August 2005, Mr. Buckley served in several progressively senior roles in large and global business units at Revvity. Prior to joining Revvity, Mr. Buckley held management positions with Honeywell International, Inc., a diversified technology and manufacturing company, most recently in corporate development and investor relations, and Georgeson & Company, Inc. Mr. Buckley holds a Bachelor of Arts degree in Finance from Manhattanville College and an M.B.A. from University of California at Los Angeles (U.C.L.A.).

John Lesica

Co-Chief Operating Officer, Medical Solutions Age: 50

Executive Officer since January 2025

Mr. Lesica has served as the Co-Chief Operating Officer since January 2025. He is responsible for the Medical Solutions segment, which focuses on Advanced Surgery and Precision Medicine. He is also responsible for Novanta's enterprise-wide key account management program. Prior to Novanta, he led and grew innovation driven businesses serving Pharma, Biotech, Clinical, Academic and Industrial end markets during a 22-year career with Thermo Fisher Scientific, a life sciences and clinical research company, both in Europe as well as across the US. He most recently served as President of Thermo Fisher's $3.5 billion Chromatography and Mass Spectrometry Division from August 2021 to December 2024. Prior to that, he held multiple President and general manager and leadership positions at various Thermo Fisher groups from 2003 to 2021, including Life Sciences, Chemical Analysis, and Customer Channels. He started his career at GE within their operations management leadership program. Mr. Lesica holds a Master of Business Administration degree from Babson College and a Bachelor of Science degree in Chemical Engineering from Rensselaer Polytechnic Institute.

Charles G. Ravetto

Co-Chief Operating Officer, Automation Enabling Technologies Age: 55

Executive Officer since January 2025

Mr. Ravetto joined Novanta in April 2022 as Group President of the Automation Enabling Technologies ("AET") Group and was appointed Co-Chief Operating Officer in January 2025, responsible for the AET segment. Prior to joining Novanta, Mr. Ravetto had a 20+ year successful career at Danaher Corporation, a leading global life sciences and diagnostics company, where he held various executive and leadership roles in high-tech industrial and healthcare businesses, in both hardware and software, from 2002 to 2022. He most recently was the Senior Vice President of Danaher's Esko business in Belgium, which includes software, automation, CTP imaging and vision inspection systems businesses, from 2018 to 2022. Prior to Esko, he led the KaVo Kerr dental business, based in Germany. He started his career at Videojet in the U.S. in engineering and product management leadership roles. Mr. Ravetto has a B.Sc. degree in Mechanical Engineering from the University of Illinois in Chicago and an MBA from the Kellogg School of Management at Northwestern University.

Alexander Manganiello

General Counsel and Corporate Secretary Age: 59

Executive Officer since December 2025

Mr. Manganiello joined the Company in December 2025 as General Counsel and Corporate Secretary. He brings to Novanta 30 years of experience working with global, public companies across multiple industries. From 2019 until joining the Company, Mr. Manganiello was with Vertex Pharmaceuticals Incorporated, a biopharmaceutical company, most recently serving as Vertex's Vice President, Deputy General Counsel from 2021 to 2025. From 2004 through 2019, Mr. Manganiello served in a variety of increasingly senior legal roles at Pfizer Inc., including Vice President and Assistant General Counsel, overseeing corporate development, mergers and acquisitions and business development legal matters. Prior to Pfizer, he practiced law within the corporate department of Ropes & Gray LLP (Boston, MA). Mr. Manganiello holds an A.B., Biology from Harvard University and a J.D. from Suffolk University Law School.

Our Board represents the interests of our shareholders and oversees the Company's business and affairs pursuant to our governing documents. Members of the Board oversee the Company's business and affairs by, among other things, participating in Board and Committee meetings, reviewing materials provided to them, engaging with the Chair of the Board and CEO and with key members of management and associates, bringing in outside experts, and discussing feedback from shareholders and other stakeholders.

The Board is elected annually and each of our directors stands for re-election every year. The size of the Board has been set by resolution of the Directors at nine directors and the Board is currently comprised of nine directors. All current directors, except Mr. Glastra, have been determined by the Board to be independent under the rules of The Nasdaq Stock Market LLC ("Nasdaq").

Please see the biography of each director under the section entitled "Item 1-Election of Directors" for the public company boards on which each director serves.

The Board is responsible for the overall stewardship of the Company. The Board discharges this responsibility directly and through delegation of specific responsibilities to its committees, including the Audit Committee, the Compensation Committee, the Environmental, Social and Governance ("ESG") Committee, and the Transaction Committee, as well as the Chair of the Board and officers of the Company. Each of the Audit Committee, Compensation Committee, ESG Committee and Transaction Committee has a charter defining its responsibilities. The Board does not have an executive committee.

The Company's By-Laws require the Chair of the Board to be a director and provide the Board with the ability to appoint the CEO of the Company as the Chair of the Board. This approach gives the Board the necessary flexibility to determine whether these positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. We recognize that different board leadership structures may be appropriate for companies in different situations.

The ESG Committee and the Board have determined that it would be in the best interests of the Company and its shareholders to combine the roles of the Chair of the Board and the CEO. Accordingly, Mr. Glastra has served as our Chair of the Board since the 2021 annual and special meeting of shareholders (the "2021 Annual Meeting"). The ESG Committee and the Board also recognize the importance of providing additional, independent oversight of the Board and are committed to upholding the strongest principles in corporate governance for the benefit of all shareholders. Accordingly, the independent directors of the Board appointed Lonny J. Carpenter as the Company's independent Lead Director ("Lead Director"). Mr. Carpenter has served in this role since the conclusion of the 2021 Annual Meeting.

The ESG Committee and the Board believe that the combination of the roles of the Chair of the Board and the CEO is appropriate at this time because Mr. Glastra has a deep understanding of the Company's business since his appointment as CEO in 2016 and Mr. Glastra is best positioned to lead the Company and provide strategic direction to the Company and the Board. This structure also facilitates the flow of information and communications between the Board and the Company's senior management, while providing for effective oversight by an independent Board through a strong independent Lead Director acting in accordance with the Company's robust corporate governance practices and policies.

Our Lead Director's responsibilities include, but are not limited to:

presiding over all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors;

calling meetings or separate sessions of the independent directors;

approving Board meeting schedules and agendas;

approving information sent to the Board;

acting as the liaison between the independent directors and the Chair of the Board and CEO; and

when appropriate, meeting or otherwise communicating with major shareholders or other constituencies that are involved with the Company.

If in the future the Chair of the Board is an independent director, that person will assume the responsibilities set forth above of the Lead Director while serving as the Chair of the Board. The Board may modify its leadership structure in the future as it deems appropriate.

The Company's Corporate Governance Guidelines provide that an independent director is a director who meets the criteria for independence as required by Nasdaq, as affirmatively determined by the Board. This definition is included in the Corporate Governance Guidelines, which are available at https://novanta.com under "Investors"

- "Governance." In making a determination of whether a director has any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, the Board considers all relevant facts and circumstances, including but not limited to the director's commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Ownership of a significant amount of the Company's stock may or may not preclude the Board from concluding that a director is independent. In evaluating and determining the independence of the directors, the Board considered that in the ordinary course of business, transactions may occur between the Company and entities with which some of the directors are or have been affiliated and that the Company may have other relationships with its directors.

Consistent with these considerations, the Board has affirmatively determined that all of our non-management directors are independent within the meaning of the Nasdaq rules. The independent directors are Lonny J. Carpenter, Matthew T. Farrell, R. Matthew Johnson, Mary Katherine Ladone, Maxine L. Mauricio, Thomas N. Secor, Darlene J.S. Solomon, Ph.D., and Frank A. Wilson. Former director, Barbara B. Hulit, was previously determined to be independent during the period in which she served on the Board. Mr. Glastra is not independent because he is the Company's CEO.

The following table summarizes our current Board structure and key elements of our corporate governance framework:

Size of the Board Nine Directors

Percentage of Independent Directors 89%

Number of Independent Directors Eight Directors

Percentage of Directors That Are Women and/or Members of Underrepresented Groups

33%

Number of Directors That Are Women Three Directors

Board Self-Evaluation Annual

Review of Independence of the Board At Least Annually

Independent Directors Meet Without Management Present Yes

All Directors Elected Annually Yes

Corporate Governance Guidelines Yes

Voting Standard for Election of Directors Majority of Votes Cast*

Diversity (as to background, experience and skills) Yes

Prohibition on Hedging and Pledging Company Stock Yes

*For uncontested elections. See page 4 for additional information.

The Board has a responsibility for establishing broad corporate policies and reviewing overall performance, rather than the day-to-day operations of the Company. The Board's primary responsibility is to oversee the management of the Company and, in so doing, the Board serves the best interests of the Company and its shareholders. The Board selects, evaluates and provides for the succession of our executive officers. It reviews and approves corporate objectives and strategies and evaluates significant policies and major proposed commitments of corporate resources. It participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of the Company's business activities through regular written reports and presentations at Board and committee meetings.

The Board maintains an Audit Committee, Compensation Committee, ESG Committee and Transaction Committee, whose functions are described below. All members of the Audit Committee, Compensation Committee, ESG Committee and Transaction Committee are independent directors. The following table sets forth the membership of these committees:

Name

Audit Committee

Compensation Committee

ESG Committee

Transaction Committee

Lonny J. Carpenter

Chair

Matthew T. Farrell

R. Matthew Johnson

Mary Katherine Ladone

Chair

Maxine L. Mauricio

Chair

Thomas N. Secor

Darlene J.S. Solomon, Ph.D.

Frank A. Wilson

Chair

Each of the Board committees maintains a written charter detailing its authority and responsibilities. These charters are reviewed and updated periodically as legislative and regulatory developments and business circumstances warrant. The committee charters are available in their entirety on the Investors page of our website at https://investors.novanta.com under the Governance tab.

The Board and the following committees met as follows during the year ended December 31, 2025:

Name

Number of Meetings

Board of Directors

Audit Committee

Compensation Committee

ESG Committee

The Transaction Committee was formally established as a standing committee and its charter was adopted by the Board on February 20, 2026.

The independent directors also meet routinely in executive sessions in connection with regular meetings of the Board. Mr. Carpenter presides over all executive sessions at which he is present.

During 2025, each director attended at least 87% of the meetings of the Board and its standing committees on which he or she serves. Members of the Board of Directors are strongly encouraged to attend the Company's annual meeting of shareholders. All then-current directors attended the 2025 annual meeting of shareholders.

The Audit Committee consists of Mr. Farrell, Mr. Secor and Mr. Wilson, with Mr. Wilson serving as Chair. All members of the Audit Committee meet the membership requirements of Nasdaq, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that each member of the Audit Committee is independent under the listing standards of Nasdaq and the rules of the SEC regarding audit committee membership. The Board further determined that each of Mr. Wilson and Mr. Farrell is an "audit committee financial expert" as defined by the SEC.

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm and is responsible for reviewing and discussing with management and the independent registered public accounting firm the Company's audited annual consolidated financial statements and unaudited interim consolidated financial statements. The Audit Committee also reviews the independence and quality control procedures of the independent registered public accounting firm, reviews management's assessment of the effectiveness of internal controls, and discusses with management the Company's policies with respect to risk assessment and risk management, including cybersecurity risks.

The Compensation Committee consists of Mr. Carpenter, Dr. Solomon and Mr. Wilson, with Mr. Carpenter serving as Chair. All members of the Compensation Committee meet the membership requirements of Nasdaq, and each member of the Compensation Committee is independent under the listing standards of Nasdaq regarding compensation committee membership.

The Compensation Committee is responsible for assisting the Board in fulfilling its fiduciary duties with respect to the oversight of the Company's compensation plans, policies and programs, including assessing the overall compensation structure, reviewing all executive compensation programs, incentive compensation plans and equity-based plans, and determining executive compensation. Specifically, the Compensation Committee reviews and approves the compensation and benefits of the CEO and the other officers, oversees the performance evaluation of the CEO and the other officers, and reviews and approves the Senior Management Incentive Plan (including grants of equity compensation and annual cash incentive compensation for the officers and certain other key employees).

The Compensation Committee has the authority under its charter to directly retain and cause the Company to pay reasonable compensation for compensation consultants, legal counsel and other advisors as it deems necessary or appropriate. In 2025, the Compensation Committee retained Aon plc ("Aon"), as its independent compensation consultant to assist the Compensation Committee with benchmarking and design advice related to the Company's 2025 executive compensation programs.

The Company seeks to maintain the strong governance of its executive compensation program. In particular, during the fiscal year 2025, the Compensation Committee:

Convened four times;

Reviewed the performance of the CEO;

Reviewed the performance of the other officers;

Reviewed and approved annual and long-term executive compensation, including plan designs, metrics, performance, and payouts;

Reviewed and updated the Company's peer group;

Considered the results of the Company's fiscal year 2025 say-on-pay voting results; and

Completed a risk assessment of the Company's compensation programs.

For a discussion of the Compensation Committee's processes and procedures for considering and determining compensation for our officers, please see the "Compensation Discussion and Analysis" section.

The Transaction Committee consists of Mr. Carpenter, Mr. Farrell, Ms. Ladone, Mr. Secor and Mr. Wilson, with Ms. Ladone serving as Chair. The Transaction Committee is responsible for: (a) reviewing potential significant acquisitions, divestitures, joint ventures, mergers, alliances and similar corporate transactions proposed by management, and advising management regarding the foregoing transactions; and (b) making recommendations to the full Board regarding any such transactions.

The Environmental, Social and Governance Committee (the "ESG Committee") consists of Mr. Carpenter, Mr. Johnson, Ms. Mauricio, and Dr. Solomon, with Ms. Mauricio serving as Chair. All members of the ESG Committee meet the membership requirements of Nasdaq.

The ESG Committee is responsible for: (a) identifying individuals qualified to become Board members and recommending such individuals to the Board as director nominees; (b) overseeing the Company's corporate governance policies and practices, including a set of corporate governance principles applicable to the Company; (c) reviewing the qualifications of directors eligible to become members of the different committees of the Board and recommending to the Board director nominees for each committee; (d) overseeing annual performance reviews of the Board and its committees; (e) overseeing the Company's sustainability strategy, initiatives, policies and risks; (f) evaluating and making recommendations to the Board regarding compensation of non-management directors; and (g) overseeing the Company's enterprise cybersecurity program.

In searching for qualified director candidates for election to the Board and to fill vacancies on the Board, the ESG Committee solicits current directors for the names of potentially qualified candidates and may ask directors to pursue their own business contacts for the names of potentially qualified candidates and to conduct due diligence on director candidates. In addition, the ESG Committee may from time to time retain an outside search firm to assist in the search for qualified candidates. In the event there is or will be a vacancy on the Board, the

Disclaimer

Novanta Inc. published this content on April 27, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 27, 2026 at 21:19 UTC.