Transcat Inc. Announces Director Change and Officer Compensation

TL;DR

Transcat's board sees a change: McGovern out, McGovern in. Officer pay details also filed.

AI Summary

Transcat, Inc. announced on December 18, 2024, the departure of director Michael J. McGovern and the election of new director Michael J. McGovern, effective December 18, 2024. The company also reported on compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board changes and compensation disclosures, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Transcat, Inc. (company) — Registrant
• Michael J. McGovern (person) — Director

FAQ

Key Financial Figures

• $0.50 — nge on which registered Common Stock, $0.50 par value TRNS Nasdaq Global Market

Filing Documents

• trns4419521-8k.htm (8-K) — 26KB
• trns4419521-ex101.htm (EX-10.1) — 30KB
• 0001206774-24-001195.txt ( ) — 235KB
• trns-20241218.xsd (EX-101.SCH) — 3KB
• trns-20241218_pre.xml (EX-101.PRE) — 24KB
• trns-20241218_lab.xml (EX-101.LAB) — 33KB
• trns4419521-8k_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. On December 18, 2024, Transcat, Inc. (the "Company") entered into an agreement for severance upon change in control (the "Agreement") with each of Lee D. Rudow, the Company's Chief Executive Officer, Thomas L. Barbato, the Company's Chief Financial Officer, and Theresa A. Conroy, the Company's Senior Vice President, Human Resources. The Agreement entitles the officer to certain payments and benefits if there is a Change in Control (as defined below), and the officer's employment is terminated for any reason (other than voluntary resignation, death, total disability, normal retirement or termination for certain reasons) during the 24-month period after the agreement for or announcement of the proposed Change in Control. If there is a Change in Control, the officer will be entitled to their full salary, bonus (at greater of target or amounts accrued) and benefits (to the extent their continued participation is possible under the general terms and provisions of such plans and programs) for a certain period after the date of termination of their employment. For Mr. Rudow, Mr. Barbato, and Ms. Conroy, this period is 24 months, 12 months, and 6 months, respectively. In addition, all stock grants, option grants, stock appreciation rights or similar equity arrangements or long-term performance awards (to be settled in either equity or cash) will immediately vest (with performance awards vesting at the greater of the amounts accrued for such payments or target) and any option exercise periods will be extended for the term of the option. Change in Control is defined in the Agreement to occur upon any of the following events: (i) the Company is merged or consolidated with another entity and as a result less than 50% of the outstanding voting securities of the surviving or resulting entity is then owned in the aggregate

01 Financial

Item 9.01 Financial (d) Exhibits . Exhibit No. Description #10.1 Form of Agreement for Severance Upon Change in Control 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Management contract or compensatory plan or arrangement.

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: December 23, 2024 By: /s/ Thomas L. Barbato Name: Thomas L. Barbato Title: Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR