Transcat (TRNS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 11, 2024, to be held virtually, with shareholders voting on four key proposals.

• 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.

• Board and management emphasize integrity, accountability, and a culture of diversity, equity, and inclusion, with robust ESG and community engagement initiatives.

Voting matters and shareholder proposals

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

• Proposal 2: Advisory vote to approve executive 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 by 2028.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, majority independent, with recent additions to enhance diversity and expertise.

• Board committees include Audit, Compensation, Nominating and ESG, and Executive Committees, all with written charters.

• Board leadership structure separates CEO and Chairman roles; mandatory retirement age is 75, with exceptions possible.

• Board skills matrix highlights expertise in finance, risk, technology, and ESG.

• Board diversity matrix: 3 women, 7 men, with representation from African American/Black and White backgrounds.