Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2022, Brian King resigned as a director of Novanta Inc. (the "Company"), effective immediately.

On June 28, 2022, the Board of Directors (the "Board") of the Company elected Darlene J. S. Solomon, Ph.D., to the Board to fill an existing vacancy, effective June 28, 2022. Ms. Solomon will also serve as a member of the Compensation Committee of the Board. Ms. Solomon will be entitled to the standard compensation paid to non-employee directors as stipulated in the Company's Non-Employee Director Compensation Policy, including an annual cash retainer of $62,500 and an annual equity award with an aggregate fair value on the date of grant of $125,000, 50 percent of which will be granted in the form of restricted stock units and 50 percent of which will be granted in the form of deferred stock units. Such compensation will be prorated during 2022 to reflect Ms. Solomon's actual period of service for the year.

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