Transcat (TRNS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 11, 2024, via webcast, with four key proposals for shareholder vote, including director elections, executive compensation, auditor ratification, and board declassification.

• Record revenue and gross margins achieved in fiscal 2024, with three acquisitions completed and a fourth post-year-end, expanding service offerings and market reach.

• Adoption of a clawback policy for incentive compensation and continued focus on integrity, accountability, and risk mitigation.

Voting matters and shareholder proposals

• Proposal 1: Election of three director nominees for three-year terms.

• Proposal 2: Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal 3: Ratification of Freed Maxick CPAs, P.C. as independent auditor for fiscal 2025.

• Proposal 4: Amendment to declassify the board, transitioning to annual director elections starting 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, with a majority independent and diverse in skills and backgrounds.

• Recent additions to the board and ongoing refreshment to support long-term strategy.

• Board committees include Audit, Compensation, Nominating and ESG, and Executive Committees, all with independent members.

• Board leadership structure separates CEO and Chairman roles.

• Mandatory retirement age of 75 for directors, with possible extensions.