Transcat, Inc. Files 8-K: Board & Compensation Updates

TL;DR

Transcat filed an 8-K on April 8, 2024, covering board changes and executive pay. Nothing major, but good to know.

AI Summary

On April 8, 2024, Transcat, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing also includes information regarding Regulation FD disclosures and financial statements. The company, previously known as Transmation Inc., is incorporated in Ohio and headquartered in Rochester, NY.

Why It Matters

This filing provides insight into the governance and executive compensation structure of Transcat, Inc., which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is routine and primarily concerns corporate governance and administrative matters, with no immediate financial distress or significant operational changes indicated.

Key Numbers

• 000-03905 — SEC File Number (Registrant's SEC file number)
• 16-0874418 — IRS Employer Identification No. (Registrant's IRS Employer Identification Number)

Key Players & Entities

• Transcat, Inc. (company) — Registrant
• Transmation Inc. (company) — Former company name
• April 8, 2024 (date) — Date of earliest event reported
• 35 Vantage Point Drive, Rochester, New York 14624 (location) — Principal executive offices address
• Ohio (location) — State of incorporation

FAQ

Key Financial Figures

• $0.50 — nge on which registered Common Stock, $0.50 par value TRNS Nasdaq Global Market
• $350,000 — , Mr. West's annual base salary will be $350,000 and his target performance-based cash i
• $156,000 — Doheny will receive a consulting fee of $156,000, payable in equal monthly installments

Filing Documents

• trns4321381-8k.htm (8-K) — 38KB
• trns4321381-ex101.htm (EX-10.1) — 22KB
• trns4321381-ex102.htm (EX-10.2) — 50KB
• trns4321381-ex991.htm (EX-99.1) — 8KB
• trns4321381-ex102x1x1x1.jpg (GRAPHIC) — 13KB
• 0001206774-24-000350.txt ( ) — 330KB
• trns-20240408.xsd (EX-101.SCH) — 3KB
• trns-20240408_pre.xml (EX-101.PRE) — 22KB
• trns-20240408_lab.xml (EX-101.LAB) — 33KB
• trns4321381-8k_htm.xml (XML) — 3KB

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of April 8, 2024 (the "Effective Date"), Michael West was appointed as the Chief Operating Officer of Transcat, Inc. (the "Company"). Prior to his appointment as Chief Operating Officer, Mr. West, age 53, served as the Company's Senior Vice President of Business Operations since April 2023 and Vice President of Distribution and Marketing from November 2014 to April 2023. From 1995 to 2014, Mr. West was a principal owner of QuestCom Inc., a marketing and advertising company, and served as a marketing consultant to various direct mail, web and catalog clients. Mr. West worked with the Company's marketing team, as one of his clients, for 13 years before joining the Company. As Chief Operating Officer, Mr. West's annual base salary will be $350,000 and his target performance-based cash incentive award will be 40% of his base salary. Payment of Mr. West's performance-based cash incentive award will be based on the successful achievement of pre-established corporate and individual performance goals. Mr. West is also eligible for a target long-term equity incentive award opportunity of 65% of his base salary. Mr. West is subject to the Company's stock ownership objectives for executive officers and is eligible to participate in and/or receive benefits under the Company's standard benefit programs. In connection with his appointment, Mr. West received a restricted stock unit award under the Company's 2021 Stock Incentive Plan for 2,000 shares of the Company's common stock that will vest on the third anniversary of the grant date. There is no arrangement or understanding between Mr. West and any other person with respect to his appointment, and there are no family relationships between Mr. West and any director or executive officer of the Company. Neither Mr. West nor any of his immediate family member

01 Regulation

Item 7.01 Regulation FD Disclosure. On April 9, 2024, the Company issued a press release announcing these executive leadership changes. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 10.1+ Consulting Agreement, between Transcat, Inc. and Mark Doheny, dated as of April 8, 2024 10.2+^ Separation Agreement, between Transcat, Inc. and Mark Doheny, dated as of April 5, 2024 99.1 Transcat, Inc. Press Release dated April 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management contract or compensatory plan or arrangement. ^ Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSCAT, INC. Dated: April 9, 2024 By: /s/ James M. Jenkins James M. Jenkins Chief Legal and Corporate Development Officer

View Full Filing

View this 8-K filing on SEC EDGAR