DEF 14A of Transcat Inc, Jul 24, 2025

DEF 14A of Transcat Inc

Filed Jul 24, 2025 · FY20250001206774-25-000462

Open on EDGAR

  1. Directors and Director Nominees

    Directors and Director Nominees

  2. Directors and Director Nominees

    | Name | Age | Recent Professional Experience | Committees | | Craig D. Cairns* | 60 | President of Howe & Rusling, Inc. | CC** | | Dawn G. DePerrior*⧫ | 67 | Retired Managing Director in EY’s Healthcare Technology Consulting Practice | CC, TC | | Oksana S. Dominach* | 61 | Senior Vice President, Beer Finance of Constellation Brands, Inc. | AC**, CC, EC | | Christopher P. Gillette* | 64 | Lean Leader Sales & Marketing of GE Aviation | NESGC, TC | | Charles P. Hadeed* | 75 | Former Chairman, President and Chief Executive Officer of the Company | AC, EC |

  3. Directors and Director Nominees

    | Name | Age | Recent Professional Experience | Committees | | Gary J. Haseley* | 63 | Chairman of Board of the Company; Retired Senior Vice President and General Manager of Kaman Automation, Control & Energy | EC** | | Mbago M. Kaniki* | 47 | Chief Executive Officer of Adansonia Management LLC | NESGC**, CC, EC | | Robert L. Mecca*⧫ | 54 | Senior Vice President of Finance at Gilead Sciences | AC | | Cynthia M. Langston*⧫ | 64 | Senior Vice President and Chief Information Officer at Excellus BlueCross BlueShield | TC**, AC, NESGC | | Lee D. Rudow | 61 | President and Chief Executive Officer of the Company | EC |

  4. Directors and Director Nominees

    | ⧫ | — Director Nominee | AC | — Audit Committee | EC | — Executive Committee | | * | — Independent | CC | — Compensation Committee | TC | — Technology Committee | | ** | — Chair | NESGC | — Nominating, Environmental, Social and Governance Committee | | |

  5. Nominees Proposed for Election as Directors

    Nominees Proposed for Election as Directors

  6. Nominees Proposed for Election as Directors

    | Dawn G. DePerrior | | | Age: 67 Director since: 2023 | Board Committee: Compensation Technology | | Ms. DePerrior retired as a managing director in Ernst & Young’s (EY’s) healthcare technology consulting practice in June 2022. A digital leader during her 40-year career, Ms. DePerrior has command of all aspects of Information Technology (IT) including strategy, business transformation, cyber security, digitization, data, analytics, innovation, mergers and acquisition integration, and finance. Her business technology career is uniquely defined by its breadth and depth of experience, including as a consultant and internal senior leader in manufacturing, distribution, consumer product goods, healthcare, and finance, enabling her to bring creative ideas, think “out of the box”, and inspire large teams to solve strategic business problems. Prior to EY, Ms. DePerrior led business information technology transformation teams at Constellation Brands and the University of Rochester Medical Center. Ms. DePerrior was previously the board chair for the Villa of Hope, a Rochester based family services organization, and currently serves on the nominating committee. She is also a member of the board of directors for North Coast Holdings. Ms. DePerrior also served as a member of the board of directors of Evans Bancorp Inc. (formerly NYSE:EVBN) from May 2023 until its merger into NBT Bancorp Inc., in May 2025. | | | Experience and Qualifications | | | Ms. DePerrior’s experience in leading business technology strategy and subsequent execution of complex business transformation programs powered by innovative technology uniquely positions her to support Transcat’s strategic plan and growth. Her broad and deep leadership experience in business technology strategy, cyber, risk, data and analytics adds value as we continue the advancement of our technology strategy. | |

  7. Nominees Proposed for Election as Directors

    | Cynthia M. Langston | | | Age: 64 Director Since: 2022 | Board Committee: Audit NESG Technology (Chair) | | Ms. Langston joined Excellus BlueCross BlueShield in 2014 and has served as its Senior Vice President and Chief Information Officer since July 2021, having previously served in advancing positions including most recently as Senior Vice President, Chief Analytics and Data Officer from July 2017 to July 2021 and Vice President, Enterprise Project Delivery Organization from 2014 to July 2017. Ms. Langston is also Chair of the board of directors of the YWCA of Rochester & Monroe County. | | | Experience and Qualifications | | | Ms. Langston brings to the Board extensive experience in enterprise strategy, information technology, cybersecurity and analytics across several major industries, as well as globally. Her qualifications for election to the Board include her extensive operational, technology and risk management expertise. Ms. Langston also brings deep management and leadership experience to the Board, having held several senior leadership positions during her career. | |

  8. Nominees Proposed for Election as Directors

    | Robert L. Mecca | | | Age: 54 Director Since: 2024 | Board Committee: Audit |

  9. Nominees Proposed for Election as Directors

    | Mr. Mecca is the Senior Vice President of Finance at Gilead Sciences, Inc. (Nasdaq: GILD), a leader in the life sciences industry. Mr. Mecca brings more than two decades of US and international life science industry experience in both biotech and large pharma. From July 2021 to July 2023, Mr. Mecca served as Senior Vice President of Finance at BeiGene USA (BeiGene), an oncology biotechnology company. Prior to his time at BeiGene, Mr. Mecca was Senior Vice President of Commercialization Finance at Bristol Myers Squibb, a global pharmaceutical company, where he held a series of expanding financial executive leadership positions with responsibilities for global manufacturing, international commercialization, R&D and business development. Mr. Mecca started his career as a technology & risk management consultant at Arthur Andersen LLP, an accounting firm. Mr. Mecca earned a master of business administration with a concentration in finance from The Wharton School of the University of Pennsylvania and a bachelor of administration in accounting from Loyola University in Maryland. Mr. Mecca served on the board of directors of the Emmanuel Cancer Foundation from June 2018 through December 2024. |

  10. Nominees Proposed for Election as Directors

    | Experience and Qualifications | | Mr. Mecca brings to the board more than 25 years of financial experience in the life sciences industry with expertise in financial management, strategy development, business expansion and M&A. His extensive experience leading organizations through stages of growth and transformation are valuable to the board as we optimize our operations and continue our growth. |

  11. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

  12. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Craig D. Cairns | | | Age: 60 Director since: 2021 Term expires: 2027 | Board Committee: Compensation (Chair) | | Mr. Cairns has served as the President since May 2003 and is the majority owner of Howe & Rusling, Inc., a wealth management services company. Mr. Cairns has more than 25 years of investment experience. Mr. Cairns currently serves as the Vice Chairman of the board of trustees of McQuaid Jesuit High School and is also the Chair of the Investment Committee for the Veterans’ Outreach Center. | |

  13. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Experience and Qualifications | | Mr. Cairns brings to the Board extensive leadership experience and considerable experience with client relations, capital allocation, sales and marketing. His experience with strategic planning and execution provides us with valuable knowledge as we continue to implement our growth strategy. |

  14. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Oksana S. Dominach | | | Age: 61 Director since: 2019 Term expires: 2027 | Board Committees: Audit (Chair) Compensation Executive | | Ms. Dominach is Senior Vice President, Beer Finance of Constellation Brands, Inc. (NYSE: STZ), a leading international producer and marketer of beer, wine and spirits. She was elected Vice President in 2004 and promoted to the Senior Vice President role in February 2016, and elected Assistant Treasurer in 2004 and promoted to Treasurer in June 2015. Previously, she served as Finance Director from 2003 to 2004. Ms. Dominach currently serves as treasurer and director of the not-for-profit Board of Constellation – Marvin Sands Performing Arts Center; a director of the Directors Advisory Council of the Rochester Division of Manufacturers and Traders Trust Company; a director of various Constellation subsidiaries; and a director of North Coast Holdings, Inc., and Lewis Tree Service, Inc. | | | Experience and Qualifications | | | Ms. Dominach brings to the Board more than 35 years of experience and expertise in financial strategy and risk management, as well as over ten years of experience participating on public and not-for-profit boards. Her capital structure management, risk management and corporate compliance expertise provide us with valuable insight and acumen as we continue to advance our growth strategy. | |

  15. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Christopher P. Gillette | | | Age: 64 Director since: 2023 Term expires: 2026 | Board Committees: NESG Technology | | Mr. Gillette has served as Lean Leader Sales & Marketing of GE Aerospace, a world-leading provider of jet and turboprop engines, components and integrated systems for commercial, military, business and general aviation aircraft, since January 2022. He served as VP Commercial Excellence at GE Digital, a software and Industrial Internet of Things service provider, from July 2020 to January 2022. From April 2015 to July 2020, Mr. Gillette held various senior positions at Philips, a focused leader in health technology. | | | Experience and Qualifications | | | Mr. Gillette brings to the Board extensive leadership and calibration industry experience, and considerable experience with client relations, sales and marketing. This experience, along with his strategic planning and market development experience, provide the Board with valuable knowledge as we continue to implement our growth strategy. | |

  16. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Gary J. Haseley | | | Age: 63 Director since: 2015 Term expires: 2026 | Board Committee: Executive (Chair) | | Mr. Haseley has served as the Chairman of our Board since September 2020. He served as the Senior Vice President and General Manager of Kaman Automation, Control & Energy, a division of Kaman Corporation (NYSE: KAMN), a manufacturer in the aerospace industry and the third largest distributor in the power transmission/motion control market, until his retirement in November 2016. Prior to joining Kaman, from January 2001 to August 2012, Mr. Haseley served as President and Chief Executive Officer of Zeller Corporation, a distributor of electrical and automation components and | |

  17. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | solutions, which Kaman acquired in 2012. From 1995 until 2001, Mr. Haseley served as Zeller’s Vice President of Sales. Prior to joining Zeller, Mr. Haseley held various engineering and sales positions. From May 2018 until December 2019, Mr. Haseley served on the board of directors of Jerash Holdings (US), Inc. (Nasdaq: JRSH). Mr. Haseley has also served on the board of directors of several other for-profit and not-for-profit entities. | | Experience and Qualifications | | Mr. Haseley brings extensive knowledge in the distribution and services markets to our Board. His role as Chief Executive Officer of Zeller Corporation and subsequent operational and sales roles at Kaman provide the Board with valuable insights into the leveraging of two market segments similar in synergies to our industry segments. |

  18. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Mbago M. Kaniki | | | Age: 47 Director since: 2021 Term expires: 2026 | Board Committees: NESG (Chair) Compensation Executive | | Mr. Kaniki has served as Chief Executive Officer of Adansonia Management LLC, an investment firm, since March 2013. He was Chief Executive Officer of Alva Charge LLC, an electric vehicle charging company, from May 2016 to April 2021. Mr. Kaniki worked for other investment firms from 2001 to 2013. He has served on the board of directors of for-profit and not-for-profit entities. | | | Experience and Qualifications | | | Mr. Kaniki has had valuable experience with numerous complex transactions, including debt and equity financings, and mergers and acquisitions. His extensive leadership experience and expertise in driving business growth and transformation through effective strategic planning and execution are valuable to the Board as the Company continues to implement its growth strategy. | |

  19. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Lee D. Rudow | | | Age: 61 Director since: 2015 Term expires: 2027 | Board Committee: Executive | | Mr. Rudow joined us in November 2011 as our Chief Operating Officer and was appointed President in September 2012. He was appointed Chief Executive Officer in July 2013. From 2008 until 2011, Mr. Rudow served as Vice President in various capacities for SIMCO Electronics, Inc., an independent provider of global calibration, repair and software solutions. Prior to that, from 2006 to 2008, he was President and Chief Executive Officer of Davis Calibration, Inc., served as President and Chief Executive Officer of its related business and predecessor, Davis Inotek Corp. from 1996 to 2006, and served as President of Davis Instruments Corp. from 1986 to 1996. | | | Experience and Qualifications | | | Mr. Rudow brings more than 35 years of experience in both of our industry segments. He has a strong understanding of the execution needed for our current business strategy and has served in sales, sales management and operational positions at Transcat and our competitors. Mr. Rudow has worked at startups, private equity-funded and large industrial companies in our industry space. His skill set is uniquely suited for our organic and acquisitive strategic initiatives. Our customers, suppliers, employees and Board recognize his experience as providing a broad set of skills in his roles as our Chief Executive Officer and Board member. | |

  20. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    PROPOSAL Two: TO FIX THE NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF DIRECTORS AT NINE Article II, Section 1 of our Code of Regulations, which establishes the size of our Board, provides that the Board will consist of such number of directors, not less than three nor more than 12, as may be fixed from time to time by a majority vote of the shares which are represented at a meeting of shareholders. Currently, the size of the Board is fixed at ten directors. The Board believes that it is in the best interest of the Company and its shareholders to decrease the size of the Board by one to nine members. Upon Mr. Hadeed’s retirement effective as of August 1, 2025, we will have nine directors continuing on the Board. Rather than fill the vacancy created by Mr. Hadeed’s retirement, the Board believes it is in the best interests of our shareholders to reduce the size of the Board and take the opportunity to reduce the compensation costs associated with Board membership. Our efforts in recent years to refresh the Board have provided us with a high level of diversity of experience and skills and sufficient members to continue satisfying the corporate governance requirements of the SEC and Nasdaq. The continuing directors and nominees are highly qualified individuals who can continue to contribute their knowledge, experience and expertise to Transcat. We have not proposed a director nominee to fill the tenth Board seat at this year’s Annual Meeting. If this proposal is not approved by our shareholders, the size of our Board will remain at ten members and the tenth Board seat will be filled in the manner set forth in our Code of Regulations. The affirmative vote of at least a majority of the shares of common stock which are represented at the meeting, in person or by proxy, is required to approve the proposal to fix the number of directors at nine. Abstentions and broker non-votes will count as votes against the proposal. The Board recommends that you vote FOR the proposal to fix the number of directors at nine. PROPOSAL Three: TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires us to provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers (referred to as a “say-on-pay” vote). At our 2019 annual meeting of shareholders, we recommended and our shareholders approved, that we hold this non-binding, advisory vote on executive compensation on an annual basis. The Board subsequently adopted this preference and we are providing our shareholders with a say-on-pay vote this year. The next required vote on the frequency of the say-on-pay vote will occur at this Annual Meeting. The primary goal of our compensation program is to align the interests of our named executive officers with those of our shareholders to achieve long-term growth. Our compensation philosophy is further described in the Compensation Discussion and Analysis (the “CD&A”) contained in this proxy statement. Shareholders are encouraged to read the CD&A which also discusses how our compensation programs implement our compensation philosophy and describes in detail our named executive officer compensation programs. The Compensation Committee and the Board believe the policies and procedures described in the CD&A are effective in implementing our compensation philosophy and in achieving our compensation goals and that the compensation of our named executive officers in fiscal 2025 reflects and supports these compensation policies and procedures. We are asking our shareholders to indicate their support and approval for our named executive officer compensation as described in the CD&A. We believe that our compensation programs for our named executive officers are designed to create value for our shareholders over the long term and appropriately align pay with performance. For the reasons summarized above and as discussed in more detail in the CD&A section of this proxy statement, the Board is asking our shareholders to vote for the following advisory resolution: RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers for fiscal 2025, as discussed and disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and any related material disclosed in this proxy statement. The say-on-pay vote is advisory and therefore it is not binding on our Compensation Committee or the Board. Nevertheless, the Board and our Compensation Committee value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for our named executive officers. The Board recommends that you vote FOR the proposal to approve, on an advisory basis, the compensation of our named executive officers. PROPOSAL Four: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS As described in Proposal Three, our shareholders are being asked to vote to approve the compensation of our named executive officers as disclosed in the CD&A section of this proxy statement, including the accompanying compensation tables and the related narrative disclosure. As required by Section 14A of the Exchange Act, our shareholders are also entitled to vote on whether future advisory votes on named executive officer compensation should occur every year, every two years or every three years or to abstain from such voting. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say-on-pay votes at least every six years. After the vote at this Annual Meeting, the next required vote on the frequency of the advisory vote on executive compensation will occur at our 2031 annual meeting of shareholders. Our Board understands that there are different views as to what is an appropriate frequency for advisory votes on named executive officer compensation. After careful consideration, the Board is recommending that future say-on-pay votes occur every year, consistent with previous shareholder feedback. We believe that this frequency is appropriate because it provides shareholders with an opportunity to express their opinion annually as to named executive officer compensation, because compensation may change from year to year. This advisory vote is non-binding on our Board and the Compensation Committee. However, the Board and the Compensation Committee will consider the voting results on this proposal in determining the frequency of future say-on-pay votes. Shareholders can specify one of four choices when voting on this proposal: ONE YEAR, TWO YEARS, THREE YEARS or ABSTAIN. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency that receives the most affirmative votes will be the frequency approved by our shareholders. Withheld votes, abstentions and broker non-votes will have no effect on the outcome of this matter. The Board recommends that you vote for a “ONE YEAR” frequency for future advisory votes on the compensation of our named executive officers. PROPOSAL fIve: RATIFICATION OF SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending March 28, 2026 (“fiscal 2026”). This selection is being presented to our shareholders for ratification at the Annual Meeting. The Audit Committee will consider the outcome of this vote in its future discussions regarding the selection of our independent registered public accounting firm.

  21. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    We have been advised by Freed Maxick, P.C. (“Freed Maxick”), our independent registered public accounting firm for fiscal 2025, and Deloitte that a representative of each will be present at the Annual Meeting and will be available to respond to appropriate questions. We intend to give such representatives an opportunity to make a statement if they should so desire. Recent Change in Auditor As previously disclosed in the Form 8-K filed with the SEC on February 12, 2025, on February 6, 2025, the Company notified Freed Maxick of its dismissal as the Company's independent registered public accounting firm effective as of the date Freed Maxick completed its audit of the Company's consolidated financial statements for the fiscal year ended March 29, 2025. The decision to change the Company's independent registered public accounting firm was approved by the Audit Committee. On May 27, 2025, Freed Maxick completed its audit of the Company's consolidated financial statements as of and for the fiscal year ended March 29, 2025. Accordingly, the dismissal was effective May 27, 2025. During the Company's fiscal years ended March 29, 2025 and March 30, 2024, and the subsequent interim period through the date of this proxy statement, there were no: (1) “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Freed Maxick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Freed Maxick’s satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; or (2) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Freed Maxick on the consolidated financial statements of the Company as of and for the fiscal years ended March 29, 2025 and March 30, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of Freed Maxick on the effectiveness of internal control over financial reporting as of March 29, 2025 and March 30, 2024, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The Company provided Freed Maxick with a copy of the foregoing disclosure and requested that Freed Maxick furnish a letter addressed to the SEC stating whether Freed Maxick agrees with the above statements. A copy of the letter dated February 12, 2025 from Freed Maxick was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025. As previously disclosed with the SEC on a Current Report on Form 8-K filed with the SEC on February 12, 2025, the Company engaged Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026, beginning with the review of the Company’s consolidated financial statements for the quarter ended June 28, 2025. During the Company’s fiscal years ended March 29, 2025 and March 30, 2024, and the subsequent interim period through the date of this proxy statement, neither the Company nor anyone acting on its behalf consulted Deloitte with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K). The Board recommends that you vote FOR the proposal to ratify the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending March 28, 2026. Fees for Professional Services Provided by Freed Maxick The following table shows fees for professional services provided by Freed Maxick during fiscal 2025 and the fiscal year ended March 30, 2024 (“fiscal 2024”).

  22. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | | Fiscal 2025 | Fiscal 2024 | | Audit Fees | $563,725 | $499,897 | | Audit-Related Fees | 158,658 | 46,000 | | Tax Fees | — | — | | All Other Fees | — | — | | Total | $722,383 | $545,897 |

  23. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    Audit fees during fiscal 2025 and fiscal 2024 were for professional services rendered for the audit of our annual consolidated financial statements, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, for the audit of internal control over financial reporting and services typically provided by the accountant in connection with our regulatory filings. Audit-related fees for fiscal 2025 and fiscal 2024 included fees for work related to due diligence performed in the fiscal year. Policy on Pre-Approval of Retention of Independent Registered Public Accounting Firm In accordance with applicable laws, rules and regulations, the Audit Committee charter requires that the Audit Committee have the sole authority to review in advance and pre-approve all audit and non-audit fees and services provided to us by our independent registered public accounting firm. Accordingly, all audit services for which our independent registered public accounting firm was engaged are pre-approved by the Audit Committee. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant required pre-approval of audit and permitted non-audit services. The decision of any member to whom authority is delegated is required to be presented to the full Audit Committee at its next scheduled meeting. Independence Analysis by the Audit Committee The Audit Committee considered whether the provision of the services described above was compatible with maintaining the independence of our independent registered public accounting firm and determined that the provision of these services was compatible with the firm’s independence. REPORT OF THE AUDIT COMMITTEE (1) The Audit Committee of the Board is currently comprised of four members of the Board, each of whom the Board has determined is independent under the independence standards of the Nasdaq Stock Market and applicable SEC rules. The Audit Committee assists the Board in overseeing the Company’s accounting and financial reporting processes, financial statement audits and internal controls. The specific duties and responsibilities of the Audit Committee are set forth in the Audit Committee charter, which is available on our website, Transcat.com, under the heading “Investor Relations” and the subheading “Corporate Governance.” The Audit Committee has:

  24. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | • | reviewed and discussed the Company’s audited consolidated financial statements for fiscal 2025 with management and Freed Maxick; |

  25. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | • | discussed with Freed Maxick the matters required to be discussed under auditing standards established from time to time by the Public Company Accounting Oversight Board and by SEC rules; |

  26. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | • | received and discussed the written disclosures and the letter from Freed Maxick required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence; and |

  27. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | • | discussed with Freed Maxick its independence. |

  28. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    Based on these reviews and discussions with management and Freed Maxick and the report of Freed Maxick, and subject to the limitations on the committee’s role and responsibilities contained in the Audit Committee charter, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements for fiscal 2025 be included in the Company’s annual report on Form 10-K for fiscal 2025 for filing with the SEC. The Audit Committee selects the Company’s independent registered public accounting firm annually and has submitted such selection for the fiscal year ending March 28, 2026 for ratification by shareholders at the Annual Meeting.

  29. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | Audit Committee: | | Oksana S. Dominach, Chair | | Charles P. Hadeed | | Cynthia M. Langston | | Robert L. Mecca |

  30. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    | (1) The material in this report is not deemed to be “soliciting material,” or to be “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings. |

  31. Directors Whose Terms Do Not Expire at the 2025 Annual Meeting

    CORPORATE GOVERNANCE Board Meetings The Board held 8 meetings during fiscal 2025. Each director then in office attended at least 75% of the total number of Board meetings and meetings of Board committees on which he or she served. Director Independence The Board has determined that each of Mses. DePerrior, Dominach and Langston and Messrs. Cairns, Gillette, Hadeed, Haseley, Kaniki, and Mecca are independent under the independence standards of the Nasdaq Stock Market. Each member of our Audit Committee, Compensation Committee and NESG Committee is “independent” as defined in the currently applicable Nasdaq Stock Market listing standards, and each member of our Audit Committee and Compensation Committee also meets the heightened standards of “independence” under the Nasdaq Stock Market listing standards for Audit Committee and Compensation Committee members, as applicable. Executive Sessions During fiscal 2025, our independent directors met in regularly scheduled executive sessions without management present, as required by the listing standards of the Nasdaq Stock Market. The Chairman of the Board presided over the executive sessions of the independent directors. Board Leadership Structure The Board separates the roles of Chief Executive Officer and Chairman of the Board based on the Board’s belief that corporate governance of the Company is most effective when these positions are not held by the same person. The Board recognizes the differences between the two roles and believes that separating them allows each person to focus on his individual responsibilities. Under this leadership structure, our Chief Executive Officer can focus attention on day-to-day company operations and performance, and can establish and implement long-term strategic plans, while our Chairman can focus attention on Board responsibilities. Additionally, the Board recognizes its obligations to confer in executive session with its independent directors. Presently, the Board believes it is appropriate to keep the roles of Chief Executive Officer and Chairman of the Board separate. The Board may, however, change the leadership structure if it believes that a change would better serve the Company and its shareholders. Under our Corporate Governance Guidelines, if the same person serves as Chairman of the Board and Chief Executive Officer, a majority of our non-employee directors will select an independent director to serve as a Lead Independent Director under a Lead Independent Director Charter. If required, the Lead Independent Director would be responsible for conducting regularly scheduled executive sessions of the non-management or independent directors and such other responsibilities as set forth in the Lead Independent Director Charter or as the independent directors may assign. Retirement Policy and Mandatory Resignation The mandatory retirement age for Board members is age 75. However, the Board has reserved the right to extend the mandatory retirement age if it will better serve the interests of our shareholders and the Company. If a director will turn 75 during an elected term, the NESG Committee will not recommend that director for re-election unless the committee believes it is in the best interest of the Company for that director to continue to serve on the Board for another term. As part of our Corporate Governance Guidelines, we have a mandatory resignation policy for directors in the event civil or criminal charges are brought against the director or if a director becomes infirmed.

  32. Health and Safety

    Health and Safety The health and safety of our employees is of utmost importance to us. We have enhanced our Safety Program with additional training and internal risk and hazard assessments. Our annual policy reviews ensure compliance with health and safety guidelines and regulatory requirements. Our employees are provided all necessary personal protective equipment as required by applicable standards and as appropriate. We have a dedicated resource and full-time employee that is focused on enhancing our health and safety program which includes annual internal safety assessments. Our goal is to achieve a level of work-related injuries as close to zero as possible through continuous investment in our safety program. EXECUTIVE OFFICERS AND SENIOR MANAGEMENT We are served by our executive officers, Messrs. Rudow, Barbato, Haddad, and West and Ms. Conroy, together with four additional members of the senior management team. Thomas L. Barbato, age 55, is our Chief Financial Officer and Treasurer having served us in this position since August 2022. Mr. Barbato previously served as our Senior Vice President, Finance since January 2022. Mr. Barbato served as the Chief Financial Officer of IEC Electronics Corp., a provider of manufacturing services for advanced technology companies and formerly a public company until it merged with Creation Technologies Inc. in October 2021, from September 2018 to December 2021. Mr. Barbato held various positions with Xerox Corporation from 1995 until 2018, most recently as Vice President of Finance, North American Operations, Pricing and Contracting Center of Excellence from January 2017 to September 2018. Marcy R. Bosley, age 47, has served as our Vice President of Sales since July 2020, having previously served as a Senior Director of Sales for us from February 2019 until such time. Ms. Bosley has 19 years of experience in the calibration industry. Prior to joining us, Ms. Bosley served in various roles for SIMCO Electronics, a leading provider of calibration and software services for test and measurement instruments used in technology organizations, from 2009 until February 2019, most recently as Vice President, Sales from September 2018 to February 2019, and head of North American area sales from July 2016 to September 2018. Theresa A. Conroy, age 61, is our Senior Vice President of Human Resources and has served us in this position since May 2023, after joining us in January 2022 as Vice President of Human Resources. Previously, Ms. Conroy was a partner at Harter Secrest & Emery LLP from 2003 until December 2021 where her practice focused on labor, employment, human resources and higher education law. Scott D. Deverell, age 60, joined us in February 2016 and will serve as our Corporate Controller and Principal Accounting Officer until his retirement in fiscal 2026. Prior to joining us, Mr. Deverell served as Vice President of Finance and Administration for Sydor Instruments, a comprehensive diagnostics solution provider, which he joined in April 2015. From 2009 to 2014, Mr. Deverell served as Division President for Stewart Title Insurance Company, a title insurance underwriter. Randy Ford, age 50, has served as our Vice President of Operations since April 2023, having previously served as our Senior Director of Metrology and Operations from August 2021 until such time. Prior to joining us, Mr. Ford served in various roles for SIMCO Electronics, a leading provider of calibration and software services for test and measurement instruments, from 2007 to August 2021. Most recently he served as Director of Quality, Operational Excellence and IT/IS from March 2016 until August 2021, and Southwest Area Director from February 2015 to March 2016. Mr. Ford has over 29 years of experience in the calibration industry. Michael J. Haddad, age 45, has served as our Chief Information Officer since September 2024. From April 2019 to September 2024, Mr. Haddad served as the General Manager of US Payer and Provider Business Segments of IQVIA, a global provider of data, analytics, technology solutions and clinical research services. Mr. Haddad served as an independent consultant advising executives in healthcare and IT professional services industries from June 2017 to April 2019. From May 2011 to January 2016, Mr. Haddad served as a senior IT leader for Blue Cross Blue Shield of Michigan before serving as the Chief Information Security Officer of Advantasure, a former subsidiary of Blue Cross Blue Shield of Michigan, from April 2016 to May 2017. Mr. Haddad began his career at Deloitte, having served as a Senior Manager with expertise in Sarbanes-Oxley compliance, enterprise application integrity, identity & access management, and data loss prevention. Mr. Haddad also currently serves as a member of the CNBC Technology Executive Council, a council of technology executives that leads discussions about employing breakthrough technologies to solve problems and power growth while addressing the challenges presented by those innovations. Lee D. Rudow, age 61, is our President and Chief Executive Officer. Additional information about Mr. Rudow can be found under “Proposal One: Election of Directors.” D. Scott Smith, age 49, has served as our Vice President of Operations since April 2023. Mr. Smith joined us in 2005 and most recently served in the position of Senior Director of Acquisitions and Integrations since March 2021. From January 2005 through September 2017, he held various finance positions including Senior Director of FP&A and from October 2017 to February 2021 was our Senior Director of Operations Performance and Integrations. Michael W. West, age 54, has served as our Chief Operating Officer since April 2024. He most recently served as our Senior Vice President of Business Operations since April 2023 and prior to that as our Vice President of Distribution and Marketing since November 2014. From 1995 to 2014, Mr. West was a principal owner of QuestCom Inc., a marketing and advertising company, and served most recently as a marketing consultant to various direct mail, web and catalog clients. Mr. West worked with our marketing team, as one of his clients, for 13 years. COMPENSATION DISCUSSION AND ANALYSIS Named Executive Officers Our CD&A describes the material elements of our executive compensation program and decisions in fiscal 2025 for our named executive officers (the “NEOs”), who for fiscal 2025 were:

  33. Health and Safety

    | • | Lee D. Rudow, President and Chief Executive Officer; |

  34. Health and Safety

    | • | Thomas L. Barbato, Chief Financial Officer and Treasurer; |

  35. Health and Safety

    | • | Theresa A. Conroy, Senior Vice President, Human Resources; |

  36. Health and Safety

    | • | Michael J. Haddad, Chief Information Officer; and |

  37. Health and Safety

    | • | Michael W. West, Chief Operating Officer. |

  38. Health and Safety

    Fiscal 2025 Business Results

  39. Health and Safety

    | • | Total revenue was $278 million in fiscal 2025, an increase of $18.9 million or 7.3% from fiscal 2024. |

  40. Health and Safety

    | • | Service segment revenue was $181 million, an increase of 7.0% from the prior fiscal year. |

  41. Health and Safety

    | • | Consolidated gross profit was $89.5 million in fiscal 2025, up $5.6 million, or 6.7% from fiscal 2024 and gross margin was 32.1% in fiscal 2025, a decrease of 20 basis points from fiscal 2024. |

  42. Health and Safety

    | • | Net income was $14.5 million in fiscal 2025, a $0.8 million increase from fiscal 2024 and net income per diluted share was $1.57, down from $1.63 in fiscal 2024. |

  43. Health and Safety

    | • | Adjusted EBITDA* was $39.7 million in fiscal 2025, which represented an increase of $1.1 million or 2.9% from fiscal 2024. |

  44. Health and Safety

    * Refer to Appendix A of this proxy statement for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP measure. Determining NEO Compensation Philosophy and Objectives Our compensation program is designed to attract, motivate and retain a highly-qualified and effective executive management team. We believe that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic company goals, which align the interests of each of our executive management team with those of our shareholders. The objectives of the compensation program for our NEOs are to motivate them to achieve our business objectives, to reward them for achievement, to foster teamwork, to support our core values and to contribute to our long-term success. Our compensation policies for our NEOs are designed to link pay to both performance, taking into account the level of difficulty associated with each executive’s responsibilities, and shareholder returns over the long term. We believe the compensation provided to our NEOs is competitive with the compensation paid to executives with similar responsibilities in comparable companies, and the Compensation Committee is focused on better aligning our NEOs’ compensation with our peer group, as described further below. Role of the Compensation Committee The Compensation Committee is responsible for establishing, implementing and monitoring adherence to our compensation philosophy and objectives. The Compensation Committee reviews, recommends and approves salaries and other compensation of our Chief Executive Officer and other executive officers, administers our cash and equity incentive plans (including reviewing and approving awards to executive officers), approves all benefit plans and programs including bonus and retirement plans, policies and programs, and makes recommendations to the Board with respect to the compensation of directors. The Compensation Committee’s policy is to provide a competitive total compensation package to our NEOs. Generally, the types of compensation and benefits provided to our NEOs are similar to those provided to our other executive management team members. The Compensation Committee is also responsible for reviewing the CD&A and for preparing the Compensation Committee Report included in this proxy statement. Our Compensation Committee and our Board, as applicable, do not assign relative weights or rankings to factors, and do not consider any single factor as determinative in the compensation of our NEOs. Rather, our Compensation Committee and our Board, as applicable, rely on their own knowledge and judgment in assessing performance and making compensation decisions. Role of Management Upon completion of the fiscal year, our Chief Executive Officer and our Chief Financial Officer review our performance against each pre-established corporate financial objective, comparing the fiscal year results to the pre-determined threshold, target and maximum levels for each objective, and an overall percentage for the corporate financial objectives is calculated. The results of our financial performance are then reviewed and approved by the Compensation Committee and the Board. With respect to an individual’s performance portion of the annual performance-based cash incentive award, our Chief Executive Officer evaluates each officer’s accomplishments (other than the Chief Executive Officer’s himself) relative to their individual objectives and calculates a performance rating based on the performance-based cash incentive plan previously approved by the Compensation Committee. Individual performance goals for our NEOs are carefully designed to create alignment between our short and long-term objectives and strategies, and the individual’s performance. Role of Compensation Consultant Under its charter, our Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor. In fiscal 2025, the Compensation Committee engaged Frederic W. Cook & Company, Inc. (“FW Cook”), as its independent compensation consultant, to provide advice regarding peer group companies and to assist with the determination of NEO compensation. The Committee assessed the independence of FW Cook pursuant to SEC rules and concluded their work did not raise any conflicts of interest. Competitive Market Data The Compensation Committee reviews market data on executive pay levels and program design to assist in determining appropriate compensation for the NEOs. For fiscal 2025, the Compensation Committee did not benchmark compensation to a particular percentile of market data, but rather used market data as context when establishing compensation. In fiscal 2023, we engaged FW Cook to provide a competitive frame of reference for compensation decisions, which included the recommendation of a new peer group. Our peer group consists of selected companies drawn from a broad group of public companies from similar industries and comparable size. FW Cook noted (as our Compensation Committee has noted in prior years) that we have no pure peers. We used the peer group to inform the Compensation Committee’s determinations for fiscal 2025 compensation. Our peer group consists of the following public companies:

  45. Health and Safety

    | AeroVironment, Inc. | Argan, Inc. | CIRCOR International, Inc. | | Cryoport, Inc. | Cutera, Inc. | Ducommun Incorporated | | Enzo Biochem, Inc. | Harvard Bioscience, Inc. | InfuSystem Holdings, Inc. | | Inogen, Inc. | Kaman Corporation | LeMaitre Vascular, Inc. | | Ligand Pharmaceuticals Incorporated | Mesa Laboratories, Inc. | Powell Industries, Inc. | | Standex International Corporation | Surmodics, Inc. | Twin Disc, Incorporated | | | Willis Lease Finance Corporation | |

  46. Health and Safety

    The Compensation Committee determined in 2023 that market data warranted certain out of step increases for our Chief Executive Officer and NEOs during fiscal 2023 and fiscal 2024. After consulting with FW Cook, the Compensation Committee determined to continue these out of step increases of increased base compensation, bonus percentages, and long-term equity for our Chief Executive Officer and Senior Vice President, Human Resources during fiscal 2025. The compensation of our Chief Operating Officer increased in connection with his promotion in April 2024, better aligning his compensation with the median of our peer group. The Compensation Committee did not award any out of step time-based or performance-based equity to our NEOs in fiscal 2025 except for a one-time long-term award to our Chief Operating Officer in connection with his promotion. Future realignment of compensation with our peer group may continue (if warranted) in fiscal 2026. Say-on-Pay Our shareholders will have an opportunity to cast an advisory vote on the compensation of our NEOs, commonly referred to as the “say on pay” vote, at the Annual Meeting. At our 2024 annual meeting of shareholders, we held an advisory vote on the compensation of our NEOs which resulted in 97% of the votes cast approving our compensation program for our NEOs. We evaluated the results of this vote as part of our overall assessment of our compensation program for our NEOs. Based on this overall assessment and the support expressed by our shareholders, we did not make any related material changes to our compensation program for our NEOs. At our 2019 annual meeting of shareholders, we recommended, and our shareholders approved, an annual frequency for the say-on-pay vote. After considering that recommendation, the Board determined that the say-on-pay vote will be held annually until the next required vote on the frequency of the say-on-pay vote, which is being held at this Annual Meeting. Risk and Compensation Policies In considering the risks to us and our business that may be implied by our compensation plans and programs, our Compensation Committee considers the design, operation and mix of the plans and programs at all levels. Our compensation program is designed to mitigate the potential to reward excessive risk-taking that may produce short-term results that appear in isolation to be favorable, but that may undermine the successful execution of our long-term business strategy and erode shareholder value. The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. Clawback Policy We have a Policy on Recoupment of Incentive Compensation (the “clawback policy”) which allows us to (i) recover erroneously awarded incentive-based compensation received by our current and former executive officers if we are required to prepare a restatement of our financial statements due to material noncompliance with any financial reporting requirement under federal securities law, and (ii) recover any awards (which include both performance-vesting and time-vesting options, restricted stock, restricted stock units and annual and long-term incentives and cash bonuses) granted or paid to our current and former employees if they engage in detrimental conduct. We believe the clawback policy will maintain and enhance a culture that is focused on integrity and accountability, and that seeks to discourage conduct detrimental to our long-term growth.

  47. Elements of Executive Compensation

    In addition to the elements described in the table above, other equity-based awards may also be awarded to our NEOs in unique circumstances. A significant percentage of total compensation for our NEOs is placed at risk through annual and long-term incentives. There are established guidelines and targets regarding the allocation between annual (short-term) and long-term incentive compensation which is contingent and variable, based on Company results and individual performance. Pay Mix Our annual executive compensation program includes fixed components (base salary, benefits and perquisites) and variable components (annual performance-based cash incentive compensation and long-term equity incentive awards), with the heaviest weight generally placed on the variable, or “at risk,” components. For fiscal 2025, a majority of our Chief Executive Officer’s and our other NEOs’ target annual compensation was weighted toward at-risk compensation, as shown by the following graphs. Base Salary The Compensation Committee reviews base salaries for each of our NEOs at least annually. Base salary rate increases are made as necessary based on performance, scope of responsibilities and market information. During fiscal 2025, the Compensation Committee approved an increase in the base salary rate for our Chief Executive Officer, Chief Financial Officer, Senior Vice President, Human Resources and Chief Operating Officer to better align with peer pay levels.

  48. Elements of Executive Compensation

    Company performance against the objectives results in a corporate payout factor used to establish the aggregate pool available for incentive awards. Individual awards were determined by using a multiplier to adjust annual incentive payouts for achievement of individual performance objectives (for NEOs other than our Chief Executive Officer) and subjecting such adjustments to the aggregate incentive pool, subject to a cap on individual awards. In addition to the performance goals, the annual performance-based cash incentive plan also provides guidelines for the calculation of annual incentive-based compensation, subject to Compensation Committee oversight and modification. The Compensation Committee established a threshold, target and maximum objective for each financial performance metric, with the corresponding corporate payout factor, as follows:

  49. Elements of Executive Compensation

    | Achievement | Percent of Annual Operating Plan | Corporate Payout Factor | | Maximum | 115% | 200% | | Target | 100% | 100% | | Threshold | 90% | 33% |

  50. Elements of Executive Compensation

    Performance against each financial performance metric is measured separately. If actual results fall below the threshold objective, the corporate payout factor will be 0%. If actual results fall in between the designated levels of achievement, the corporate payout factor will be interpolated. Generally, if actual results exceed the maximum objective, the corporate payout factor will be limited to 200% of target. NEOs with individual performance objectives must achieve at least a minimum performance level (a rating of 1 on a scale of 0 to 5) against such individual performance objectives to be eligible for any portion of the performance-based cash incentive award. In general, a participant must be an employee on or before December 1st of the plan year and on the last day of the fiscal year to be eligible for an award. However, if a participant’s employment terminates due to death or disability prior to the end of the plan year, the participant’s final award will be based on the Company and individual’s performance against objectives multiplied by their earnings through the date of termination. For fiscal 2025, the corporate objectives, relative weights, and levels of performance achieved were as follows:

  51. Elements of Executive Compensation

    | Name | Fiscal 2025 Performance-Based Cash Incentive Award | | Lee D. Rudow | $194,968 | | Thomas L. Barbato | $67,266 | | Theresa A. Conroy | $42,231 | | Michael J. Haddad | $21,186 | | Michael W. West | $49,434 |

  52. Elements of Executive Compensation

    Long-Term Equity Incentive Awards We grant long-term equity incentive awards in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) as a component of executive compensation to reinforce our NEOs’ long-term commitment to our success and, with respect to the PSUs, to align with shareholder interests. Our Compensation Committee sets target equity award levels as a percentage of annualized base salary based on our NEOs’ positions within the Company. Long-term performance-based incentive compensation is targeted to a specific dollar award, which is reviewed and approved annually by the Compensation Committee, and then allocated 50% to RSUs and 50% to PSUs. Dollar amounts for each award type are converted to a number of shares by dividing the dollar amount by the closing price of our stock on the date of grant. The target equity award opportunity for fiscal 2025 as a percentage of annualized base salary for each of our NEOs and the number of RSUs and PSUs awarded to our NEOs is set forth in the following table. In addition, the Compensation Committee approved an additional one-time RSU grant to one NEO as set forth in the following table. This one-time award was granted based on the Compensation Committee’s review of our peer group and to better align the total compensation of that NEO with market practice in our peer group.

  53. Elements of Executive Compensation

    | Fiscal 2025 | Equity Target | Long-Term Equity Award Opportunities | | | | Name | Percentage of Base Salary | PSUs (1) | RSUs (2) | One-Time RSUs(3) | | Lee D. Rudow | 150% | 3,925 | 3,925 | — | | Thomas L. Barbato | 125% | 1,918 | 1,919 | — | | Theresa A. Conroy | 65% | 782 | 783 | — | | Michael J. Haddad | 60% | 730 | 730 | — | | Michael W. West | 65% | 916 | 916 | 2,000 |

  54. Elements of Executive Compensation

    | (1) The shares underlying the PSUs will vest after three years subject to our achieving specific cumulative Adjusted EBITDA objectives over the eligible three-year period ending in the fiscal year ending March 27, 2027, and subject to the terms of the award and continued employment through the vesting date. |

  55. Elements of Executive Compensation

    | (2) The shares underlying the RSUs will vest on March 27, 2027, subject to the terms of the award and continued employment through the vesting date. |

  56. Elements of Executive Compensation

    | (3) The shares underlying the one-time RSUs for Mr. West will vest on April 11, 2027, subject to the terms of the award and continued employment through the vesting date. |

  57. Elements of Executive Compensation

    Upon vesting, the holders of PSUs will receive a pro rata percentage based on a linear sliding scale of their respective target number of shares based on the pre-determined cumulative Adjusted EBITDA thresholds:

  58. Elements of Executive Compensation

    Failure to achieve the minimum cumulative Adjusted EBITDA will result in no shares becoming earned under the PSU awards. The aggregate grant date fair value of the long-term equity incentive awards for our NEOs are reflected in the “Stock Awards” column of the 2025 Summary Compensation Table. Retirement Benefits We have established certain retirement benefits for our employees, including our NEOs, which we believe are consistent with our goals of enhancing long-term performance by our employees. 401(k) Plan. Our 401(k) Plan is a tax-qualified defined contribution plan pursuant to which all U.S. based employees, including our NEOs, are eligible to participate. All employees are able to contribute a portion of their annual salary to the plan on a before-tax basis, subject to limitations imposed by the Internal Revenue Service. We currently match 50% of the first 6% of pay that employees contribute to the plan. All participant contributions to the plan are immediately vested and all company matching contributions vest pro rata over a three-year period. The plan contains a discretionary deferred profit sharing component, which, if made, has the same three-year vesting schedule as is applicable to company matching contributions. The amount of company matching contributions under this plan for our NEOs is included in the “All Other Compensation” column of the 2025 Summary Compensation Table. Non-Qualified Deferred Compensation. Our non-qualified deferred compensation plan allows our executive officers and directors to elect to defer designated percentages or amounts of their compensation. The plan also allows us to make discretionary contributions to the account of a plan participant, which are intended to provide the match that would have been made under our 401(k) Plan but for the limitations imposed on our 401(k) Plan under the Internal Revenue Code. None of our NEOs participate in this plan. Post-Retirement Health Benefit Plan. The post-retirement health benefit plan for officers is a group health plan that provides benefits to eligible retired officers and their spouses. The original effective date of the plan was December 23, 2006. Three kinds of benefits are provided under the plan: (i) long-term care insurance coverage; (ii) medical and dental insurance coverage; and (iii) medical premium reimbursement benefits. Officers who retire from active employment with us on or after December 23, 2006 at age 55 or older with five or more years of qualifying service and who do not work in any full-time employment (30 hours or more per week) after retirement are eligible to participate in the plan. Qualifying service is described as the individual’s most recent period of continuous, uninterrupted employment with us on or after the individual reaches age 50. Service with a business acquired by us is not counted as qualifying service. As of October 2019, only those individuals who as of July 22, 2019 were “Retirees” as defined in the plan or who are listed on an exhibit to the plan are eligible to participate in the plan. No other individuals are eligible to participate in the plan. None of our NEOs, except Mr. Rudow, is eligible to participate in the plan. 2025 Summary Compensation Table The following table shows certain information about the compensation of our NEOs for our three most recently completed fiscal years.

  59. Elements of Executive Compensation

    | Name and Principal Position | Fiscal Year | Salary (1) ($) | Stock Awards (2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | Lee D. Rudow | 2025 | 625,861 | 974,400 | – | 194,968 | 20,131 | 1,815,360 | | President and Chief | 2024 | 639,282 | 1,127,440 | – | 652,700 | 21,038 | 2,440,460 | | Executive Officer | 2023 | 523,654 | 439,979 | 187,700 | 272,357 | 20,444 | 1,444,134 | | Thomas L. Barbato | 2025 | 368,410 | 476,250 | – | 67,266 | 10,926 | 922,852 | | Chief Financial Officer | 2024 | 338,913 | 437,018 | – | 207,691 | 11,207 | 994,829 | | | 2023 | 275,000 | 179,024 | 93,850 | 114,308 | 8,779 | 670,961 | | Theresa A. Conroy | 2025 | 289,965 | 194,350 | – | 42,231 | 9,493 | 536,039 | | Senior Vice President, Human Resources | 2024 | 243,284 | 228,556 | – | 115,933 | 9,194 | 596,967 | | | 2023 | 200,000 | 79,973 | 37,540 | 87,116 | 7,544 | 412,173 | | Michael J. Haddad | 2025 | 161,538 | 180,000 | – | 21,186 | 5,002 | 367,727 | | Chief Information Officer | | | | | | | | | Michael W. West | 2025 | 344,817 | 441,760 | – | 49,434 | 12,858 | 848,869 | | Chief Operating Officer | 2024 | 259,693 | 219,765 | – | 129,721 | 10,184 | 619,363 | | | 2023 | 233,746 | 109,979 | – | 71,588 | 10,142 | 425,455 |

  60. Elements of Executive Compensation

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid,” or CAP, to the PEO in the applicable fiscal year, as computed in accordance with the SEC’s pay versus performance disclosure rules. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal year. The following table provides additional information as to the amounts deducted from and added to the Summary Compensation Table Total for the PEO pursuant to the SEC’s rules to determine CAP to the PEO: |

  61. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs with respect to the relationships between information presented in the Pay Versus Performance table. CAP and TSR As demonstrated by the following table, the amount of compensation actually paid to Mr. Rudow and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rudow) is aligned with the Company’s cumulative TSR over the five years presented in the table. The table also compares the Company’s cumulative TSR to the TSR of our peer group. The alignment of CAP with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards. As described in more detail in the section “Compensation Discussion and Analysis – Elements of Executive Compensation,” the Company’s executive compensation program is primarily performance-based, for both short-term incentives (annual cash bonuses) and long-term incentives (equity awards). CAP and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. Rudow and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rudow) is generally aligned with the Company’s net income over the last five completed fiscal years presented in the table, with the exception of fiscal 2025. During fiscal 2025, while net income increased over fiscal 2024, compensation actually paid to Mr. Rudow and the NEOs as a group (excluding Mr. Rudow) decreased primarily due to the significant decrease in the Company’s stock price. CAP and Adjusted EBITDA As demonstrated by the following table, the amount of compensation actually paid to Mr. Rudow and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rudow) is generally aligned with the Company’s Adjusted EBITDA over the last five completed fiscal years presented in the table. As described in more detail in the section “Compensation Discussion and Analysis – Elements of Executive Compensation,” the Company uses Adjusted EBITDA as one of the base corporate objectives to determine awards of performance-based cash incentive compensation. Refer to Appendix A of this proxy statement for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP measure. However, in fiscal 2025, although Adjusted EBITDA increased over fiscal 2024, compensation actually paid to Mr. Rudow and the NEOs as a group (excluding Mr. Rudow) decreased primarily due to the significant decrease in the Company’s stock price. DIRECTOR COMPENSATION Annual Retainers We do not pay any director who is also an employee of Transcat or its subsidiaries for their service as director. During fiscal 2025, we changed the compensation structure of our directors as shown in the table below:

  62. Analysis of the Information Presented in the Pay Versus Performance Table

    | Quarterly Retainer | First and Second Quarters | Third and Fourth Quarters | | Board Service | 12,500 | 13,750 | | Board Service — Chairman | 7,500 | 15,000 | | Audit Committee Chair | 3,750 | 5,000 | | Compensation Committee Chair | 3,750 | 3,750 | | NESG Committee Chair | 3,750 | 3,750 | | Technology Committee Chair | — | 3,750 | | Executive Committee Member | 2,500 | 2,500 |

  63. Analysis of the Information Presented in the Pay Versus Performance Table

    In addition, each of our non-employee directors was entitled to an annual grant of time-vesting restricted stock units (“RSUs”) valued at $85,000 that vest after one year. On September 11, 2024, the date of our 2024 annual meeting of shareholders, directors received RSUs for 704 shares of our common stock with a one-year vesting term subject to continued services as a director. The next RSU grant is expected to be made to directors on September 10, 2025, the date of the 2025 annual meeting. Our non-employee directors are reimbursed for travel and other related expenses incurred in the performance of their duties. Equity Compensation for Newly-Elected Non-Employee Directors Newly-elected non-employee directors are eligible to receive a stock option grant of 10,000 shares of common stock pursuant to the Transcat, Inc. 2021 Stock Incentive Plan that vests ratably over five years subject to continued service as a director and has a ten-year term. Stock Ownership Objective In order to more closely align the interests of our non-employee directors with the interests of our shareholders, our Corporate Governance Guidelines include a minimum stock ownership objective that requires our directors to work towards acquiring and maintaining a specific level of equity ownership interest in our common stock within a specified time frame. During fiscal 2025, the stock ownership objective for non-employee directors was common stock valued at 3.0 times their annual cash retainer. We expect new non-employee directors to achieve this stock ownership requirement within five years from the date of their election to the Board. The Compensation Committee monitors the progress made by new non-employee directors in achieving their stock ownership objective. As of the end of fiscal 2025, each of our non-employee directors was in compliance with our stock ownership objective. Fiscal 2025 Director Compensation Table The table below shows information about the compensation of our non-employee directors for their service during fiscal 2025.

  64. Analysis of the Information Presented in the Pay Versus Performance Table

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Total ($) | | Craig D. Cairns | 67,500 | 85,000 | — | 152,500 | | Dawn G. DePerrior | 52,500 | 85,000 | — | 137,500 | | Oksana S. Dominach | 80,000 | 85,000 | — | 165,000 | | Christopher P. Gillette | 52,500 | 85,000 | — | 137,500 | | Charles P. Hadeed | 62,500 | 85,000 | — | 147,500 | | Gary J. Haseley | 107,500 | 85,000 | — | 192,500 | | Mbago M. Kaniki | 67,500 | 85,000 | — | 152,500 | | Cynthia M. Langston | 60,000 | 85,000 | — | 145,000 | | Robert L. Mecca | 52,500 | 85,000 | — | 137,500 |

  65. Analysis of the Information Presented in the Pay Versus Performance Table

    | (1) The amounts shown include the annual cash board retainer and committee retainers earned by the directors during fiscal 2025. |

  66. Analysis of the Information Presented in the Pay Versus Performance Table

    | (2) Includes the aggregate grant date fair value of the RSUs granted during fiscal 2025 as computed in accordance with ASC 718. For each director, the number of RSUs granted was determined by dividing $85,000, the grant date value of the award, by $120.66, the closing price of our common stock on September 10, 2024, the day before the date of grant. |

  67. Analysis of the Information Presented in the Pay Versus Performance Table

    | (3) Includes the aggregate grant date fair value of stock options granted during fiscal 2025 as computed in accordance with ASC 718. The table below presents the aggregate number of outstanding stock options for each of our non-employee directors as of March 29, 2025: |

  68. Analysis of the Information Presented in the Pay Versus Performance Table

    | Name | Number of Shares Underlying Unexercised Options | | Craig D. Cairns | 10,000 | | Dawn G. DePerrior | 10,000 | | Oksana S. Dominach | 10,000 | | Christopher P. Gillette | 10,000 | | Charles P. Hadeed | — | | Gary J. Haseley | — | | Mbago M. Kaniki | 10,000 | | Cynthia M. Langston | 10,000 | | Robert L. Mecca | 10,000 |

  69. Analysis of the Information Presented in the Pay Versus Performance Table

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The table below presents certain information as of July 14, 2025, about the persons known by us to be the record or beneficial owner of more than 5% of our common stock. Percentages are based on 9,318,490 shares issued and outstanding.

  70. Analysis of the Information Presented in the Pay Versus Performance Table

    | Name and Address of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Class | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 598,357 (1) | 6.4% | | Champlain Investment Partners, LLC 180 Battery St. Burlington, VT 05401 | 555,650 (2) | 6.0% | | Conestoga Capital Advisors LLC and Conestoga Small Cap Fund 550 E. Swedesford Rd. Suite 120 Wayne, PA 19087 | 972,464 (3) | 10.4% | | Neuberger Berman Group LLC, et al. 1290 Avenue of the Americas New York, NY 10104 | 932,152 (4) | 10.0% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 477,799 (5) | 5.1% | | T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, MD 21201 | 518,597 (6) | 5.6% |

  71. Analysis of the Information Presented in the Pay Versus Performance Table

    | (1) This information is based on an amendment to Schedule 13G filed with the SEC on January 26, 2024 by BlackRock, Inc. (“BlackRock”) with respect to shares beneficially owned by it and certain of its subsidiaries. BlackRock reports sole voting power with respect to 587,756 shares and sole dispositive power with respect to 598,357 shares. |

  72. Analysis of the Information Presented in the Pay Versus Performance Table

    | (2) This information is based on a Schedule 13G filed with the SEC on February 13, 2025 by Champlain Investment Partners, LLC which reports sole voting power with respect to 379,190 shares and sole dispositive power with respect to 555,650 shares. |

  73. Analysis of the Information Presented in the Pay Versus Performance Table

    | (3) This information is based on an amendment to Schedule 13G filed with the SEC on January 10, 2025 by Conestoga Capital Advisors LLC, an investment company, and Conestoga Small Cap Fund. Conestoga Capital Advisors LLC reports sole voting power with respect to 904,926 shares and sole dispositive power with respect to 972,464 shares and Conestoga Small Cap Fund reports sole voting and dispositive power with respect to 643,499 shares. |

  74. Analysis of the Information Presented in the Pay Versus Performance Table

    | (4) This information is based on an amendment to Schedule 13G filed with the SEC on February 4, 2025 by Neuberger Berman Group LLC, Neuberger Berman Investment Advisers LLC, Neuberger Berman Equity Funds and Neuberger Berman Genesis Fund. Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC report shared voting power with respect to 912,931 shares and shared dispositive power with respect to 932,152 shares. Neuberger Berman Equity Funds and |

  75. Analysis of the Information Presented in the Pay Versus Performance Table

    | Neuberger Berman Genesis Fund report shared voting and shared dispositive power with respect to 548,206 shares. |

  76. Analysis of the Information Presented in the Pay Versus Performance Table

    | (5) This information is based on a Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group which reports shared voting power with respect to 15,777 shares, sole dispositive power over 454,518 shares and shared dispositive power with respect to 23,281 shares. |

  77. Analysis of the Information Presented in the Pay Versus Performance Table

    | (6) This information is based on a Schedule 13G filed with the SEC on February 14, 2025 by T. Rowe Price Investment Management, Inc. which reports sole voting and dispositive power with respect to 518,597 shares. |

  78. Analysis of the Information Presented in the Pay Versus Performance Table

    SECURITY OWNERSHIP OF MANAGEMENT The table below presents certain information as of July 14, 2025 about shares of our common stock held by (i) each of our directors and director nominees; (ii) each of our named executive officers and (iii) all of our directors, director nominees and executive officers as a group.

  79. Analysis of the Information Presented in the Pay Versus Performance Table

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned (1) | Percent of Class (1) | | Directors and Director Nominees (other than Rudow) | | | | Craig D. Cairns | 15,343(2) | * | | Dawn G. DePerrior | 2,704(3) | * | | Oksana S. Dominach | 14,346(4) | * | | Christopher P. Gillette | 4,704(5) | * | | Charles P. Hadeed | 22,480(6) | * | | Gary J. Haseley | 40,302(7) | * | | Mbago M. Kaniki | 10,593(8) | * | | Cynthia M. Langston | 7,837(9) | * | | Robert L. Mecca | 2,704(10) | * | | Named Executive Officers | | | | Lee D. Rudow (11) | 103,864(12) | 1.1% | | Thomas L. Barbato | 12,699(13) | * | | Theresa A. Conroy | 2,836(14) | * | | Michael J. Haddad | — | — | | Michael W. West | 25,479 | * | | All directors, director nominees and executive officers as a group (14 persons) | 265,891(15) | 2.8% |

  80. Analysis of the Information Presented in the Pay Versus Performance Table

    | * Indicates less than 1%. |

  81. Analysis of the Information Presented in the Pay Versus Performance Table

    | (1) The amounts reported by such persons are as of July 14, 2025, with percentages based on 9,318,490 shares issued and outstanding except where the person has the right to receive shares within the next 60 days (as indicated in the other footnotes to this table), which would increase the number of shares owned by such person and the number of shares outstanding. Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire shares by |

  82. Analysis of the Information Presented in the Pay Versus Performance Table

    | the exercise of options or the vesting of restricted stock units. Shares that may be acquired within 60 days by the exercise of options are referred to in the footnotes to this table as “presently exercisable options” or restricted stock units. Unless otherwise indicated in the other footnotes to this table, each shareholder named in the table has sole voting and sole investment power with respect to all of the shares shown as owned by the shareholder. |

  83. Analysis of the Information Presented in the Pay Versus Performance Table

    | (2) Includes 430 shares held by the Howe & Rusling 401(k) Plan FBO Mr. Cairns, 1,910 shares held by Howe & Rusling Roth 401(k) Plan FBO Mr. Cairns, presently exercisable options to purchase 8,000 shares, and 704 restricted stock units. |

  84. Analysis of the Information Presented in the Pay Versus Performance Table

    | (3) Includes presently exercisable options to purchase 2,000 shares and 704 restricted stock units. |

  85. Analysis of the Information Presented in the Pay Versus Performance Table

    | (4) Includes presently exercisable options to purchase 10,000 shares and 704 restricted stock units. |

  86. Analysis of the Information Presented in the Pay Versus Performance Table

    | (5) Includes presently exercisable options to purchase 4,000 shares and 704 restricted stock units. |

  87. Analysis of the Information Presented in the Pay Versus Performance Table

    | (6) Includes 704 restricted stock units. |

  88. Analysis of the Information Presented in the Pay Versus Performance Table

    | (7) Includes 1,200 shares held by Haseley family trusts and 704 restricted stock units. |

  89. Analysis of the Information Presented in the Pay Versus Performance Table

    | (8) Includes presently exercisable options to purchase 8,000 shares and 704 restricted stock units. |

  90. Analysis of the Information Presented in the Pay Versus Performance Table

    | (9) Includes presently exercisable options to purchase 6,000 shares and 704 restricted stock units. |

  91. Analysis of the Information Presented in the Pay Versus Performance Table

    | (10) Includes presently exercisable options to purchase 2,000 shares and 704 restricted stock units. |

  92. Analysis of the Information Presented in the Pay Versus Performance Table

    | (11) Mr. Rudow is also a director. |

  93. Analysis of the Information Presented in the Pay Versus Performance Table

    | (12) Includes presently exercisable options to purchase 10,000 shares |

  94. Analysis of the Information Presented in the Pay Versus Performance Table

    | (13) Includes presently exercisable options to purchase 11,000 shares. |

  95. Analysis of the Information Presented in the Pay Versus Performance Table

    | (14) Includes presently exercisable options to purchase 2,000 shares. |

  96. Analysis of the Information Presented in the Pay Versus Performance Table

    | (15) Includes presently exercisable option to purchase 63,000 shares and 6,336 restricted stock units. |

  97. Analysis of the Information Presented in the Pay Versus Performance Table

    DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires directors, officers and greater than 10% shareholders to file with the SEC reports of ownership and changes in ownership regarding their holdings in company securities. During fiscal 2025, all of our directors and officers timely complied with the filing requirements of Section 16(a) of the Exchange Act, except that Mr. Gillette, a director, filed one late report disclosing one transaction, Mr. Haddad, our Chief Information Officer, filed one late report disclosing one transaction, and Mr. West, our Chief Operating Officer, filed two late reports disclosing one transaction. In making this statement, we have relied upon the written representations of our directors and officers, and copies of the reports that they have filed with the SEC. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Policies and Procedures for Review, Approval or Ratification of Related Person Transactions Our Board has adopted a written policy for transactions with related persons. Pursuant to the policy, the Audit Committee reviews and, when appropriate, approves any relationships or transactions in which our company and our directors and executive officers or their immediate family members are participants. Existing related person transactions, if any, are reviewed at least annually by the Audit Committee. Any director with an interest in a related person transaction is expected to recuse him or herself from any consideration of the matter. During its review of such relationships and transactions, the Audit Committee considers (i) the nature of the related person’s interest in the transaction; (ii) the material terms of the transaction, including the amount and type of transaction; (iii) the importance of the transaction to the related person and to our company; (iv) whether the transaction would impair the judgment of a director or executive officer to act in the best interest of our company; and (v) any other matters the committee deems appropriate. In addition, to the extent that the transaction involves an independent director, consideration is also given, as applicable, to the listing standards of the Nasdaq Stock Market and other relevant rules related to independence. There were no reportable related person transactions during fiscal 2025. SHAREHOLDER NOMINATIONS AND PROPOSALS FOR THE 2026 ANNUAL MEETING