Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

 

TRANSCAT, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Voting: Holders of Transcat, Inc. common stock at the close of business on the Record Date are entitled to vote. Whether or not you expect to participate in the Annual Meeting, please grant a proxy to vote by one of the following procedures as promptly as possible in order to ensure your representation at the Annual Meeting. If you own your shares through a broker, we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker may not vote your shares on Proposals 1 and 2.

Rochester, New York

July 23, 2026

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			i
PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS			3
PROPOSAL ONE: ELECTION OF DIRECTORS			8
PROPOSAL TWO: TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			13
PROPOSAL THREE: RATIFICATION OF SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			14
REPORT OF THE AUDIT COMMITTEE			16
CORPORATE GOVERNANCE			17
EXECUTIVE OFFICERS			24
COMPENSATION DISCUSSION AND ANALYSIS			25
COMPENSATION COMMITTEE REPORT			40
CEO PAY RATIO			41
PAY VERSUS PERFORMANCE			42
DIRECTOR COMPENSATION			46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			48
SECURITY OWNERSHIP OF MANAGEMENT			49
DELINQUENT SECTION 16(A) REPORTS			49
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			50
SHAREHOLDER NOMINATIONS AND PROPOSALS FOR THE 2027 ANNUAL MEETING			51
OTHER MATTERS			52
APPENDIX A			A-1

 

TRANSCAT, INC.

35 Vantage Point Drive, Rochester, New York 14624

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 9, 2026

 

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be considered and voted upon at our annual meeting of shareholders (the "Annual Meeting") to be held on September 9, 2026, we have summarized information contained elsewhere in this proxy statement or in our Annual Report to Shareholders for the fiscal year ended March 28, 2026, which includes our annual report on Form 10-K (the "Annual Report"). This summary does not contain all of the information you should consider about Transcat, Inc. (the "Company," "we," "our," "Transcat") and the proposals being submitted to shareholders at the Annual Meeting. We encourage you to read the entire proxy statement and Annual Report carefully before voting.

The Annual Meeting

Meeting Agenda and Voting Matters

Directors and Director Nominees

Our Business

We are a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. We are focused on providing best-in-class services and products to highly regulated industries, particularly the life sciences industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, and in-house services at its Calibration Service Centers strategically located across the United States and internationally. In addition, we operate calibration labs in imbedded customer-site locations. The breadth and depth of measurement parameters addressed by our ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry. We also operate as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments to customers primarily in North America. We conduct our business through two operating segments: service ("Service") and distribution ("Distribution"). We believe our combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for our customers.

Company and Governance Highlights

Operating Priorities. During our fiscal year ended March 28, 2026 ("fiscal 2026") we delivered double-digit revenue growth across both segments and improvement in service organic revenue growth. During fiscal 2026, we completed the largest acquisition in our history: Essco Calibration Laboratory, LLC ("Essco"), a privately-held calibration services company located in the Boston Metro area that is ISO 17025 certified. After the end of fiscal 2026, we completed the acquisition of SCM Metrology and Laboratories S.A., a privately-held calibration services provider based in Costa Rica. These acquisitions have expanded our geographic reach, continued to expand our addressable markets, and widened the breadth of our service offerings. We believe our acquisition strategy continues to be a differentiator for us.

Board of Directors. All members of our Board of Directors (the "Board"), except for our President and Chief Executive Officer ("CEO"), Jaime Irick, are considered independent directors. Our Board is composed of talented directors with diverse skill sets. We believe ongoing evaluation and board refreshment are critical for us to execute our long-term strategy and maximize shareholder value. At our 2024 Annual Meeting, we sought and received shareholder approval to declassify the Board with 99% of the votes cast approving that proposal. Now, each director nominee elected at an annual meeting will be elected for a one-year term until their respective successors have been duly elected and qualified. As a result, by the annual meeting of shareholders held in 2028, our Board will no longer be classified.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving these proxy materials?

The Board is providing these proxy materials in connection with the solicitation by the Board of proxies for use at the Annual Meeting, or at any adjournment of the meeting, for the purposes set forth in this proxy statement. The proxy materials are being made available to you on the internet, or by printed versions if requested and delivered to you by mail.

The Annual Meeting will be held virtually by means of a live webcast. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via the internet by visiting www.virtualshareholdermeeting.com/TRNS2026. There will not be a physical meeting location, and you will not be able to attend in person. We invite you to attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. See "How do I vote?" below.

What is included in these proxy materials?

These proxy materials include:

If you request and receive printed versions of the proxy materials by mail, these proxy materials also include a proxy card.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

We are following the "e-proxy" rules of the Securities and Exchange Commission (the "SEC") that allow public companies to furnish proxy materials to shareholders over the internet. These rules remove the requirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and to provide online access to the proxy materials. Accordingly, we mailed the Notice of Internet Availability to our shareholders of record on or about July 23, 2026.

The Notice of Internet Availability provides instructions on how to:

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of printed materials.

Where can I view the proxy materials on the internet?

You may view the proxy materials and Annual Report at www.virtualshareholdermeeting.com/TRNS2026. Our annual report on Form 10-K for fiscal 2026, as filed with the SEC, is included in the Annual Report and includes our audited consolidated financial statements, along with other information about us, which we encourage you to read.

How can I receive a printed copy of the proxy materials, including the Annual Report?

Shareholder of Record. You may request a printed copy of the proxy materials by any of the following methods:

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, bank or nominee.

Who can vote at the Annual Meeting?

Each holder of shares of our common stock at the close of business on July 13, 2026, the record date (the "Record Date") for the Annual Meeting, is entitled to notice of and to vote at the Annual Meeting. We have one class of shares outstanding, designated common stock, $0.50 par value per share. As of the Record Date, there were 9,359,810 shares of our common stock issued and outstanding.

What is the quorum requirement?

A quorum is required for shareholders to conduct business at the Annual Meeting. According to our Code of Regulations, as amended (the "Code of Regulations"), the holders of a majority of the issued and outstanding shares of our common stock present in person or by proxy at the meeting will constitute a quorum.

How many votes are needed to approve each proposal and what are the recommendations of the Board?

The table below shows the vote required to approve each of the proposals described in this proxy statement, assuming the presence of a quorum, in person or by proxy, at the Annual Meeting.

Can I attend the Annual Meeting in person?

No. We will be hosting the Annual Meeting only by means of a live webcast. There will not be a physical meeting location, and you will not be able to attend the meeting in person. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting. You will be able to listen to the Annual Meeting, submit questions and vote by going to www.virtualshareholdermeeting.com/TRNS2026. If you wish to listen to the Annual Meeting, but do not wish to submit questions or vote during the Annual Meeting, you may log in as a guest at www.virtualshareholdermeeting.com/TRNS2026.

The Annual Meeting webcast will start at 12:00 p.m., Eastern Time, on Wednesday, September 9, 2026. We encourage you to access the meeting website prior to the start time to allow time for check-in. If you encounter technical difficulties accessing our Annual Meeting, a support line will be available on the login page of the virtual meeting website shortly before the beginning of the Annual Meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting.

Do I need to register to attend the Annual Meeting?

You do not need to register to attend the Annual Meeting webcast. Follow the instructions on your Notice of Internet Availability or proxy card (if you requested and received a printed copy of the proxy materials) to access the Annual Meeting.

How do I ask questions at the Annual Meeting?

If you wish to submit a question the day of the Annual Meeting you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/TRNS2026, type your question into the "Ask a Question" field and click "Submit."

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to Annual Meeting matters and therefore will not be answered.

How do I vote?

Shareholder of Record: Shares Registered in Your Name. If on the Record Date, your shares of our common stock were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of record. If you are a shareholder of record, there are five ways to vote:

Whether or not you plan to attend the meeting, we urge you to vote to ensure your vote is counted. You may still attend the meeting and vote your shares if you have already voted by proxy. Only the latest vote you submit will be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank. If, on the Record Date your shares of our common stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being made available to you by that organization along with a voting instruction card. As a beneficial owner, you must vote your shares in the manner prescribed by your broker, bank or nominee ("broker"). Your broker has enclosed or otherwise provided a voting instruction card for you to use in directing the broker how to vote your shares. Check the voting instruction card used by that organization to see if it offers internet or telephone voting.

Instead of directing your broker how to vote your shares, you may elect to attend the Annual Meeting and vote your shares during the meeting. To do so, contact your broker at least five days before the Annual Meeting to obtain a control number or legal proxy to vote your shares during the meeting. If you have any questions about your control number or how to obtain one, please contact your broker. Instructions on how to vote during the Annual Meeting webcast are posted at www.virtualshareholdermeeting.com/TRNS2026. Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting.

How many votes do I have?

Each shareholder is entitled to one vote for each share of common stock held as of the Record Date. You may either vote "FOR" or "WITHHOLD" authority to vote for our nominees for the Board in Proposal One. You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Two (advisory vote to approve the compensation of our named executive officers) and Proposal Three (to ratify the selection of our independent registered public accounting firm).

What happens if I do not give specific voting instructions?

Shareholder of Record. If you are a shareholder of record and you (i) indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board, or (ii) sign and return a proxy card without giving specific voting instructions, then the named proxies will vote your shares in the manner recommended by the Board (i.e., FOR each of the director nominees named in Proposal One, and FOR Proposals Two and Three) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting or at any adjournment or postponement of the meeting.

Beneficial Owner. If you do not provide your broker with specific voting instructions, or if you do not vote the shares at the Annual Meeting, your shares will not be voted or counted with respect to Proposals One and Two which are non-routine proposals. Your broker has discretionary authority to vote your uninstructed shares with respect to Proposal Three, which is a routine proposal.

What effect do abstentions have?

An abstention represents a shareholder's affirmative choice to decline to vote on a proposal, other than the election of directors. Shares that abstain from voting on a proposal are counted for the purpose of determining the presence of a quorum but are not considered votes "duly cast" for a proposal. Thus, abstentions will have no effect on the outcome of the vote on the proposals requiring the approval of a plurality or a majority of votes duly cast (Proposals One, Two and Three), because abstentions are not counted as votes duly cast.

What happens if I do not cast a vote and what are broker non-votes?

If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

If you hold your shares in street name and do not provide voting instructions to your broker, your broker may still be able to vote your shares with respect to certain "discretionary" (or routine) items but will not be allowed to vote your shares with respect to certain "non-discretionary" (or non-routine) items. In the case of non-discretionary items, for which no instructions are received, the shares will be treated as "broker non-votes." Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum. A broker will have discretionary authority to vote on Proposal Three relating to the ratification of the selection of our independent registered public accounting firm but will not have discretionary authority to vote on any other matter. As a result, if you do not vote your street name shares, your broker has the authority to vote on your behalf with respect to Proposal Three (the ratification of the selection of the independent registered public accounting firm), but not with respect to Proposal One (the election of directors) and Proposal Two (advisory vote to approve the compensation of our named executive officers). Broker non-votes will have no effect on the outcome of Proposals One and Two. We encourage you to provide instructions to your broker to vote your shares on Proposals One and Two.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting.

If you are a shareholder of record, you may change your vote or revoke your proxy in any one of the following ways:

If you hold your shares in street name, please contact your broker or other organization regarding how to revoke your instructions and change your vote. You may change your vote by submitting a later-dated vote on the internet or by telephone, if offered, or by participating in the Annual Meeting webcast and by submitting a later vote during the meeting.

Who is paying for the solicitation of the proxies?

The Board is soliciting proxies for use at the Annual Meeting, and we will bear the cost of the proxy solicitation. In addition to the posting or mailing of the proxy materials, our directors, officers and employees may solicit proxies personally, by telephone, by email or by other means of communication. We will not compensate any of these persons for soliciting proxies on our behalf. We will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.

How can I find out the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

How can I obtain a copy of the annual report on Form 10-K?

You can obtain upon request, free of charge, a copy of our annual report on Form 10-K for fiscal 2026 (the "Form 10-K") by:

You can also obtain a copy of our Form 10-K and all other reports and information that we file with, or furnish to, the SEC from the SEC's EDGAR database at www.sec.gov. Information included on our website is not part of this proxy statement.

PROPOSAL ONE:

ELECTION OF DIRECTORS

We are currently in the process of declassifying our Board. Under our Code of Regulations, we are in a transition period in which directors elected before 2025 are serving staggered three-year terms. Directors elected in 2025 and later are elected for a one-year term and until their respective successors have been duly elected and qualified. As a result, only a portion of our Board will be elected each year prior to the annual meeting of shareholders held in 2028, when our Board will no longer be classified. The term of six of our directors will expire at this year's Annual Meeting. Each director nominee elected at this Annual Meeting will be elected for a one-year term and until their respective successors have been duly elected and qualified.

Based on the recommendation of the Nominating, Environmental, Social and Governance Committee (the "NESG Committee"), we have nominated Dawn G. DePerrior, Christopher P. Gillette, Gary J. Haseley, Mbago M. Kaniki, Cynthia M. Langston and Robert L. Mecca, each to serve for a one-year term expiring in 2027 or until his or her successor is duly elected and qualified. Unless authority to vote for one of the nominees is specifically withheld, proxies will be voted FOR the election of Mses. DePerrior and Langston and Messrs. Gillette, Haseley, Kaniki and Mecca.

The Board recommends that you vote FOR the election of each of Mses. DePerrior and Langston and Messrs. Gillette, Haseley, Kaniki and Mecca.

We do not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the voting of the proxies, the persons named in the proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Board Skills Matrix

We believe that our directors and our director nominees possess the requisite experience and skills necessary to carry out their duties and to serve our best interests and those of our shareholders. The matrix below outlines the experience and skills of our directors. We have also provided a discussion in a separate paragraph immediately below the biographical information of each nominee and director whose term extends past the Annual Meeting.

Nominees Proposed for Election as Directors

Directors Whose Terms Do Not Expire at the 2026 Annual Meeting

PROPOSAL TWO:

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 2025 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 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 our annual meeting in 2031.

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 2026 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 2026, 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 THREE:

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 27, 2027 ("fiscal 2027"). 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.

We have been advised by Deloitte that a representative will be present at the Annual Meeting and will be available to respond to appropriate questions. We intend to give such representative 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, we notified Freed Maxick, P.C. ("Freed Maxick"), our independent registered public accounting firm for our fiscal year ended March 29, 2025 ("fiscal 2025") of its dismissal as our independent registered public accounting firm effective as of the date Freed Maxick completed its audit of our consolidated financial statements for fiscal 2025. The decision to change our independent registered public accounting firm was approved by the Audit Committee. On May 27, 2025, Freed Maxick completed its audit of our consolidated financial statements as of and for fiscal 2025. Accordingly, the dismissal was effective May 27, 2025.

During our 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 our consolidated financial statements as of and for the fiscal year 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 our 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.

We provided Freed Maxick with a copy of the foregoing disclosure in connection with the Company's Current Reports on Form 8-K and Form 8-K/A filed with the SEC on February 12, 2025 and June 2, 2025, respectively, and requested that Freed Maxick furnish letters addressed to the SEC stating whether Freed Maxick agrees with the above statements. A copy of the letters dated February 12, 2025 and June 2, 2025 from Freed Maxick were filed as Exhibit 16.1 to the Company's Current Reports on Form 8-K and Form 8-K/A filed with the SEC on February 12, 2025 and June 2, 2025, respectively.

As previously disclosed with the SEC on a Current Report on Form 8-K filed with the SEC on February 12, 2025, we engaged Deloitte as our independent registered public accounting firm for fiscal 2026, beginning with the review of our consolidated financial statements for the quarter ended June 28, 2025.

During the fiscal years ended March 29, 2025 and March 30, 2024, and the subsequent interim period through the date of this proxy statement, neither we nor anyone acting on our 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 our financial statements, and no written report was provided to us or oral advice was provided that Deloitte concluded was an important factor considered by us 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 27, 2027.

Fees for Professional Services

The following table shows fees for professional services provided by Deloitte during fiscal 2026 and Freed Maxick during fiscal 2025:

Audit fees during fiscal 2026 and fiscal 2025 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 2026 and fiscal 2025 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.

•	reviewed and discussed the Company's audited consolidated financial statements for fiscal 2026 with management and Deloitte;

•	discussed with Deloitte 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;

•	received and discussed the written disclosures and the letter from Deloitte 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

•	discussed with Deloitte its independence.

			Audit Committee:
			Oksana S. Dominach, Chair
			Mbago M. Kaniki
			Cynthia M. Langston
			Robert L. Mecca

(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.

CORPORATE GOVERNANCE

Board Meetings

The Board held 13 meetings during fiscal 2026. 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, 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 2026, 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 CEO 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 CEO 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 CEO, 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.

Service on Other Public Company Boards

As part of our Corporate Governance Guidelines, our directors should not serve on more than three other public company boards of directors in addition to our Board and our CEO should not serve on more than one other public company board of directors unless approved by the NESG Committee.

Board Committees

The Board has standing Audit, Compensation, Executive, NESG, and Technology Committees. The table below shows the number of meetings held during fiscal 2026 and the names of the directors currently serving on each committee.

Each committee acts pursuant to a written charter adopted by the Board. The current charter for each committee is available on our website, Transcat.com, under the heading "Investors" and the subheading "Corporate Governance."

Audit Committee

The Board has determined that each member of the Audit Committee has sufficient knowledge in financial and auditing matters to serve on the committee and is independent under applicable Nasdaq Stock Market and SEC rules. The Board has designated each of Ms. Dominach and Mr. Mecca as an "audit committee financial expert" in accordance with applicable SEC rules based on their professional experience as described under "Proposal One: Election of Directors."

The Audit Committee serves as an independent and objective party to monitor our financial reporting process and internal control system; retains, pre-approves audit and permitted non-audit services to be performed by, and directly consults with, our independent registered public accounting firm; reviews and appraises the services of our independent registered public accounting firm; provides an open avenue of communication among our independent registered public accounting firm, financial and senior management, and the Board; and assists the Board in risk oversight of the Company. Our Audit Committee charter more specifically sets forth the duties and responsibilities of the Audit Committee.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, is also responsible for preparing the Audit Committee's report that SEC rules require be included in this proxy statement and for performing such other tasks that are consistent with its charter. The Audit Committee's report relating to fiscal 2026 appears under the heading "Report of the Audit Committee."

Compensation Committee

The Compensation Committee is responsible for establishing and implementing compensation programs for our executive officers and directors that further the intent and purpose of our fundamental compensation philosophy and objectives and for performing such other tasks that are consistent with its charter.

For more information on executive compensation and director compensation and the role of the Compensation Committee, see the "Compensation Discussion and Analysis" and "Director Compensation" sections of this proxy statement.

Executive Committee

The Executive Committee acts on behalf of the Board between regularly scheduled Board meetings and subject to certain limitations imposed by applicable legal or regulatory requirements. Subject to limitations, the Executive Committee is delegated and may exercise all authority of the Board between meetings, other than (i) the filling of vacancies on the Board; and (ii) those matters that are specifically delegated to other Board committees or are under active review by the Board or a Board committee, unless the Board specifically determines otherwise. The Executive Committee may also be delegated specific actions and authority from time to time by the Board.

NESG Committee

The NESG Committee is charged with identifying candidates, consistent with criteria approved by the NESG Committee, qualified to become directors and recommending that the Board nominate such qualified candidates for election as directors. The NESG Committee is also responsible for reviewing our Code of Regulations and Corporate Governance Guidelines, shaping corporate governance, overseeing the evaluation of the Board, the Board committees and management, and performing such tasks that are consistent with the NESG Committee charter. In addition, the NESG Committee reviews, evaluates and recommends implementation of or changes to our corporate environmental, social and governance policies.

The process the NESG Committee follows to identify and evaluate candidates includes requests to Board members, the CEO and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and their qualifications, and interviews of selected candidates.

The NESG Committee also considers and establishes procedures for shareholder recommendations of nominees to the Board. Shareholder recommendations, together with relevant biographical information, should be sent to the following address: Transcat, Inc., 35 Vantage Point Drive, Rochester, New York 14624, Attention: Corporate Secretary. The qualifications of recommended candidates will be reviewed by the NESG Committee.

In evaluating the suitability of candidates (other than our executive officers) to serve on the Board, including candidates recommended by shareholders, the NESG Committee seeks candidates who are independent under the independence standards of the Nasdaq Stock Market and meet certain selection criteria established by the committee from time to time. The NESG Committee also considers an individual's skills, character and professional ethics, judgment, leadership experience, business experience and acumen, familiarity with relevant industry issues, national and international experience, and other relevant criteria that may contribute to our success. The NESG Committee evaluates candidates in light of their skill sets and other characteristics that complement those of the current Board, including the diversity, skills and experience of the Board as a whole. Although the NESG Committee does not have a specific written diversity policy, the committee values and considers diversity, including with respect to skills and experience, when seeking and evaluating candidates for the Board.

Technology Committee

The Technology Committee assists the Board in fulfilling its corporate governance and oversight responsibilities for the Company's operations and technology and information systems ("IT") strategy. The Technology Committee is primarily responsible for making recommendations to the Board related to our IT policy and procedures, including IT strategies, technology investments, and oversight of IT management within the Company. The Technology Committee receives detailed reports from our Chief Information Officer about cybersecurity risk management and the technologies, policies, processes and practices for managing and mitigating cybersecurity risks and the Company's cyber-attack incident response and recovery plan in order to assist the Audit Committee with its risk oversight responsibilities. Our Technology Committee charter more specifically sets forth the duties and responsibilities of the Technology Committee.

Director Attendance at Annual Meetings

Company policy outlined in our Corporate Governance Guidelines requires all directors, absent special circumstances, to attend our annual shareholder meetings. All of our directors attended the annual meeting of shareholders held on September 10, 2025.

The Board's Role in Risk Oversight

The Board is responsible for overseeing risks that could affect the Company. This oversight is conducted primarily through the Board's committees. The Audit Committee assists the Board in risk oversight in coordination with the other committees of the Board as appropriate reviewing with management, at least annually, the Company's (i) major financial risk and enterprise exposures; (ii) major legal and regulatory compliance risk exposures; and (iii) major cybersecurity and IT risk exposures, and for each, the steps management has taken to monitor or mitigate such exposures. The Audit Committee also periodically reviews with management the Company's major risk exposures in other areas, as the Audit Committee deems necessary or appropriate. The Compensation Committee focuses on the management of risks arising from our compensation policies and programs. The NESG Committee focuses on the management of risks associated with Board organization, membership, and structure, as well as major environmental, social and governance risk exposures. The Technology Committee receives detailed reports from our Chief Information Officer about cybersecurity risk management to assist the Audit Committee with its management of cybersecurity and IT risks.

While the Board committees are focused on these specific areas of risk, the full Board retains responsibility for general risk oversight. The Board satisfies this responsibility by reviewing periodic reports from each committee chair regarding the risk considerations within each committee's area of expertise, as well as periodic reports to the Board or the appropriate committee from the members of our senior management team who are responsible for risk management.

As part of its risk oversight responsibilities, the Board and its committees review the processes that senior management use to manage risk exposure. In doing so, the Board and its committees review our overall risk function and senior management's establishment of appropriate systems and processes for managing areas of material risk to the Company, including, but not limited to, operational, financial, legal, regulatory, strategic, and IT risks.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting officer and controller. You can find our Code of Business Conduct and Ethics on our website, Transcat.com, under the heading "Investors" and the subheading "Corporate Governance."

We intend to post any amendments to or waivers from our Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, and principal accounting officer and controller or persons performing similar functions on our website. The information contained on our website is not a part of this proxy statement.

Insider Trading Policy

We have an insider trading policy for all directors, officers and employees designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Directors, officers and employees may only buy and sell the Company's stock when they are not in possession of material non-public information and within an open "window period," which begins 48 hours after the public release by the Company of its quarterly or year-end financial results and ends 30 days later. Directors, officers and employees designated as insiders are prohibited from purchasing or selling the Company's stock without preclearance from a compliance committee. The Company may impose an "event-specific blackout period" if it deems insiders have material non-public information regardless of whether the Company is in an open "window period" and it may do so with little or no notice.

Shareholder Communications

Shareholders may send correspondence by mail to the full Board or to individual directors. Shareholders should address correspondence to the Board or individual directors in care of: Transcat, Inc., 35 Vantage Point Drive, Rochester, New York 14624, Attention: Corporate Secretary.

All shareholder correspondence will be compiled by our Corporate Secretary and forwarded as appropriate. In general, correspondence relating to corporate governance issues, long-term corporate strategy, or similar substantive matters will be forwarded to the Board, the individual director, one of the aforementioned committees of the Board, or a committee member for review. Correspondence relating to ordinary business affairs or those matters more appropriately addressed by our officers or their designees will be forwarded to such persons accordingly.

Environmental and Social Responsibility

Our business requires that we uphold high standards and trust in the integrity of our people and processes, and our policies support our commitment to conducting our business in a socially and environmentally responsible way. We strive to perform to the highest level of integrity and ethics at all times. This expectation flows down to our suppliers who are expected to comply with our Supplier Code of Conduct.

We are committed to promoting social responsibility and human rights across our operations. Accordingly, we adopted a Global Human Rights Policy and Statement on Modern Slavery and Human Trafficking, with which we expect our employees, supply chain partners and other business partners to comply.

We are committed to good corporate citizenship within the communities and countries in which we operate and will work to develop good relationships within, and contribute positively to, the communities in which we operate. To that end, in addition to our Global Human Rights Policy, we also adopted a Global Policy on Conflict Minerals which is intended to support our commitment to global efforts to end human rights abuses associated with continuing violent conflicts that may be funded through the sale of certain minerals.

Our Global Environmental Policy reflects our commitment to community and to conducting business in an environmentally responsible manner that supports the protection of our natural resources and the environment and is designed to comply in all material respects with applicable environmental, health and safety laws and regulations and in accordance with commercially reasonable practices. We continue to evaluate opportunities to enhance our environmental practices in a manner appropriate to our business and operations. Our environmental initiatives are designed to align with the nature and scope of our business operations and may evolve over time.

All of our policies pertaining to our Environmental, Social and Supplier responsibilities are available on our website.

Our Board is actively involved in overseeing the Company's environmental, social and governance-related programs and policies as we continue to implement initiatives that reflect the needs of the communities in which we operate.

Community Engagement

With locations in North America, Latin America, and Ireland, we are committed to making a positive impact in those communities. In 2023, we introduced a Community Engagement program which identifies an area of societal need to receive donated funds. Our Community Engagement program provides an opportunity for employees to participate in paid volunteer work to assist in those identified areas, as appropriate.

Community Crisis Support

We strive to be a positive contributor to every community in which we are located. When one of our communities is in crisis, we want to help. Our Community Crisis Support fund is designated to assist communities during the aftermath of natural disasters such as hurricane relief and other events that may create a need for support.

Employees

Given our international presence, we strive to maintain an inclusive work environment across our locations while recognizing and respecting our employees' backgrounds and experiences. We recruit the best people for the job without regard to race, ethnicity, sex, disability or any other protected status. It is our policy to comply fully with all domestic, foreign and local non-discrimination employment laws.

Our principles are reflected in our employee training, particularly through policies that prohibit harassment and promote respect in the workplace. In addition, to support our employees' mental health and emotional well-being, all employees and their dependents worldwide have access to an Employee Assistance Program at no cost to them. This includes access to visits with mental health care providers.

Scholarship Program

Transcat has created employment and educational opportunities in the communities where we are located in the form of a scholarship that provides an award to be used towards the recipient's higher education tuition and an eight-week paid

summer position as a Technician Trainee. This scholarship is awarded to at least two individuals based on their academic records, accomplishments, professional goals, and other factors that indicate promise for a successful career in the calibration industry.

Workforce Development and Wellness

We provide workforce development, education and training that has built a strong talent pipeline.

Transcat's Calibrated Wellness Program is designed to support employee well-being and promote healthy lifestyles. Our program includes wellness resources, health education, pharmaceutical cost guidance, and a no-cost Employee Assistance Program, which includes worldwide access to visits with mental health care providers. Our program further encourages health and well-being by offering reduced health insurance premiums to employees who complete designated health and wellness activities.

Transcat U

Our people are one of our most valuable investments. To that end, we are leading the way in the calibration industry by investing in training calibration technicians and building supportive career paths with Transcat U. Founded in 2021, Transcat U is a technician training program for external and internal candidates that provides support for new technician trainees who often have little to no previous experience in metrology. Additionally, Transcat U offers experienced technicians advanced learning and cross-training opportunities to further expand their skills and expertise.

Humane Workplace

Our employees are all voluntary labor, and we oppose any and all forms of modern slavery and do not engage or use any labor that is sourced from human trafficking. In complying with international labor standards, we do not employ child labor. Our full statement against the use of slavery and human trafficking can be found in our Modern Slavery and Human Trafficking Policy on our website.

Workforce

We recruit and hire the most qualified people for our open positions without regard to protected status (age, color, creed, disability, domestic violence victim status, genetic predisposition or carrier status, marital status, national origin, race, religion, sex (including pregnancy, sexual orientation and gender identity), status as a protected veteran or as a member of any other protected group or activity). Any form of violence or harassment in the workplace is prohibited, and we protect our employees from retaliation for complaining about or participating in an investigation of workplace conditions.

Privacy

We believe that privacy is a fundamental human right and a responsibility that we have to our trusted stakeholders, customers and employees. Our privacy policy can be found on our website.

Wages and Benefits

Our compensation and benefits program is designed to attract and reward individuals who demonstrate the ability and desire to enhance our workplace culture, support our values, drive our operational and strategic goals, and create long-term value for our shareholders. We provide employees with competitive compensation packages that include base salary and may also include annual incentive bonuses and/or long-term incentive awards, depending upon the employee's position. We believe that a compensation program with both short-term and long-term incentive awards provides fair and competitive compensation and aligns employee and shareholder interests. In addition to cash and equity compensation, we also offer employees myriad benefits, including health (medical, dental and vision), life, and disability insurance, paid time off, paid parental leave, tuition benefits, and a 401(k) plan.

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 regular 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.

EXECUTIVE OFFICERS

We are served by our executive officers, Messrs. Barbato, Haddad, Irick, Simmons, and West and Ms. Conroy.

Thomas L. Barbato, age 56, is our Chief Financial Officer, having served us in this position since August 2022, and our Treasurer and Secretary. 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.

Theresa A. Conroy, age 62, has served as our Chief Human Resources Officer since October 2025, having previously served as our Senior Vice President of Human Resources from May 2023 until such time. Ms. Conroy joined 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.

Michael J. Haddad, age 46, 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.

Jaime A. Irick, age 52, is our President and CEO. Additional information about Mr. Irick can be found under "Proposal One: Election of Directors."

Royal T. Simmons, age 46, has served as our Chief Strategy and Corporate Development Officer since June 2026. From September 2024 to June 2026, Mr. Simmons served as the President of Pear Health Labs, Inc., a health and fitness software company. From January 2023 to August 2024, Mr. Simmons served in various roles at Savant Systems, including President of Savant Power, a home energy management company, and Executive Vice President of Strategy and Growth for the enterprise. From July 2019 to December 2022, Mr. Simmons was Executive Vice President and CFO of GE Lighting, the industry leader in consumer lighting products, where he helped orchestrate the sale of the company to Savant Systems during his tenure. From April 2018 to June 2019, Mr. Simmons was the Vice President of Business Development for Life Fitness, an exercise equipment manufacturer. Mr. Simmons also held various positions of increasing responsibility with General Electric Company from August 2001 until April 2018.

Michael W. West, age 55, 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 2026 for our named executive officers (the "NEOs"), who for fiscal 2026 were:

Fiscal 2026 Business Results

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 aligns the interests of each of our executive management team with those of our shareholders.

With our compensation program, we seek to motivate our NEOs 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 performance over the long term, taking into account the level of difficulty associated with each executive's responsibilities. 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 has made progress toward 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 CEO 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 CEO 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. Our CEO and our Chief Human Resources Officer also annually evaluate each executive officer's performance and accomplishments (other than their own performance) and present their review to the Compensation Committee to assist with the Compensation Committee's evaluation of company performance and support its compensation decisions.

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 2026, 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 2026, 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 2025, 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 2026 compensation. Our peer group for fiscal 2026 consisted of the following public companies:

In fiscal 2023 and 2024, the Compensation Committee determined that market data warranted certain out of step increases for our CEO and NEOs, which continued during fiscal 2025 for our CEO and Chief Human Resources Officer. During fiscal 2026, based in part on a comparison to the market data of our peer group and in part on Mr. Rudow's historical contributions to the Company during a period of strong organic and inorganic growth, the Compensation Committee determined that an increase to the CEO's compensation was necessary. Prior to the changes in total compensation effective for fiscal 2026, Mr. Rudow's historical compensation was not aligned with the Company's compensation philosophy and fell below the median of the Company's peers. In addition, the Compensation Committee determined that entering into an agreement with Mr. Rudow was advisable to recognize his contributions to the Company while aligning his interests with our shareholders and incentivizing his engagement and assistance in facilitating the transfer of his knowledge to a successor CEO. See "Agreements with Executives - Transition Agreement" for more information.

Near the end of fiscal 2026, the Compensation Committee engaged FW Cook to update our peer group to ensure the group of companies continues to be an appropriate reference point to inform the Compensation Committee's deliberations and decisions in connection with the CEO transition. Accordingly, companies were removed if (i) they are no longer in existence or public reporting companies or (ii) their size and scope of business operations are no longer comparable to ours. Companies that were added represent companies of similar size to us based on revenue and market capitalization and operate in similar industries with highly regulated end-markets. The Compensation Committee intends to use the following peer group for fiscal 2027 compensation decisions:

Future realignment of compensation with our peer group may continue (if warranted) in fiscal 2027.

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 2025 annual meeting of shareholders, we held an advisory vote on the compensation of our NEOs which resulted in 99% 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 change our compensation philosophy or make any structural changes to our compensation program for our NEOs, other than entering into a transition agreement with our CEO to support a smooth transition of his duties.

At our 2025 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 will be held at the annual meeting in 2031.

Program Governance

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 maintains and enhances a culture that is focused on integrity and accountability, and that seeks to discourage conduct detrimental to our long-term growth.

Stock Option Grant Timing Policy

We have a stock option grant timing policy, which governs the timing of granting stock options, stock appreciation rights and similar instruments with option-like features ("stock options"). The Compensation Committee oversees the policy and grants stock options, if any, to our executive officers during the Committee's regularly scheduled meeting in

May every fiscal year. For new non-employee directors appointed to the Board, the Compensation Committee will grant stock options to the director as of the date of their appointment to the Board. Pursuant to the policy, if the Committee grants stock options outside of our typical annual award schedule, those grants should be awarded during a permitted trading window in accordance with our insider trading policy. Under the policy, the Compensation Committee does not take material non-public information into account when determining the timing and terms of a stock option award, and the Compensation Committee does not purposely accelerate or delay the public release of material information to allow a stock option recipient to benefit from a more favorable stock price.

Anti-Hedging Policy

We have an anti-hedging policy that prohibits directors, officers and employees from engaging in transactions that hedge or offset any decrease in the market value of equity securities granted as compensation.

Tax Considerations

Tax rules generally limit the deductibility of compensation paid to each of our NEOs and certain former NEOs to $1 million per year. The Compensation Committee retains the discretion to pay compensation that may not be tax deductible.

Stock Ownership Objectives

To more closely align the efforts of our NEOs with the interests of our shareholders, we set a minimum stock ownership objective for our NEOs. This objective encourages our NEOs to work towards acquiring and maintaining specific levels of equity ownership in our common stock. Under these objectives, our NEOs are expected to achieve their respective ownership objectives within five years of becoming an NEO. The Compensation Committee and the CEO monitor the progress toward achievement of stock ownership objectives and, if warranted, can make reductions in long-term compensation awards as deemed appropriate.

Our stock ownership objective for our CEO is 2.5 times his annual base salary and for our other executive officers is 1.5 times their annual base salaries. Unvested restricted stock units with time-based vesting count towards achieving this objective. At the end of fiscal 2026, all NEOs were in compliance with the terms of our stock ownership objective.

Agreements with Executives

Other than as described below, we were not a party to any compensatory agreement with our NEOs during fiscal 2026.

Transition Agreement

On August 21, 2025, we entered into a transition agreement (the "Transition Agreement") with Mr. Rudow. The Transition Agreement was designed to facilitate a smooth transition of the duties of CEO and President to a successor in advance of Mr. Rudow's retirement. The Compensation Committee approved the Transition Agreement after analyzing Mr. Rudow's historical compensation relative to market practice for CEOs of his experience level and performance. The Transition Agreement established Mr. Rudow's compensation for fiscal 2026 in alignment with our historical practice for NEOs. For fiscal 2026, Mr. Rudow was entitled to a base salary of $741,000, a target performance-based cash incentive percentage equal to up to 100% of his base salary, and equity incentive awards under our long-term incentive compensation plan with a target value of $2.5 million. The Transition Agreement did not change Mr. Rudow's ability to participate in our benefit plans generally available to other executives.

The Committee also approved a special equity award (the "Special Equity Award") for Mr. Rudow in connection with the Transition Agreement to incentivize him to continue to engage with the transition of his duties and in consideration of the covenants in the Transition Agreement. The Special Equity Award was comprised of (i) 12,500 time-based restricted stock units ("RSUs"), 4,167 of which vested on March 28, 2026 and the remainder of which will vest on March 27, 2027; and (ii) 12,500 performance-based restricted stock units ("PSUs") at target performance, with the applicable percentage, if any, vesting on March 27, 2027 based on the Company's achievement of specific adjusted EBITDA objectives in fiscal 2026 and subject to Mr. Rudow's continued employment through the vesting date. Based on our financial performance in fiscal 2026, in which we achieved adjusted EBITDA performance of $48.7 million, the payout percentage earned under the PSU portion of the Special Equity Award was 126%. Therefore, pursuant to the Transition Agreement, Mr. Rudow will be eligible to receive 15,750 shares upon vesting of the PSU portion of the Special Equity Award.

Under the Transition Agreement, Mr. Rudow continued to serve as our CEO and President through March 28, 2026, when he resigned from the Board and began serving as a senior advisor. During his service as senior advisor, Mr. Rudow is entitled to a base salary but is not eligible for any additional bonus or equity awards in fiscal 2027. Pursuant to the Transition Agreement, Mr. Rudow may neither compete with us nor solicit our employees or customers for 24 months following the end of his service with us at the end of fiscal 2027 (the "separation date").

Under the Transition Agreement, if Mr. Rudow resigns or is terminated before the separation date for any reason other than "Cause" (as defined in the Transition Agreement), then he would be entitled to (i) continued payment of his base salary though the separation date along our normal payroll schedule; (ii) payment of any annual performance-based cash incentive he would have received, had he remained employed until the separation date; and (iii) vesting of unvested equity awards that would have vested by the separation date, with any performance-vesting awards subject to satisfaction of the applicable performance-vesting criteria. If Mr. Rudow resigns, is terminated for Cause, or his employment ends due to death or disability, he would not be entitled to additional compensation or benefits.

Change-in-Control Severance Agreement

During fiscal 2026, we were party to a change-in-control severance agreement with each of Messrs. Rudow, Barbato and West and Ms. Conroy. This agreement requires a change in control of our company and a subsequent qualifying termination of the NEO's employment (often referred to as a "double trigger") in order to trigger certain payments. The agreement is intended to promote continuity of leadership, maintain the focus of our officers on pursuing any corporate transaction that is in the best interests of our shareholders, and to retain services of our leadership by providing sufficient severance protection during a period of uncertainty.

A change in control occurs under the NEO's change-in-control severance agreement upon the occurrence of any of the following events: (i) the Company is merged or consolidated with another entity and as a result thereof, less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity shall then be owned in the aggregate by the former shareholders of the Company; (ii) as a result, or in connection with, any tender offer or exchange offer, merger or other business combination, or sale or other disposition of assets, or any combination of the foregoing transactions, the individuals who constitute the Board of the Company before any such transaction shall not constitute a majority of the board of directors of the surviving or resulting entity; (iii) a tender offer or exchange offer for the ownership of securities of the Company representing over twenty-five percent (25%) of the combined voting power of the Company's then outstanding voting securities is made and consummated; (iv) any "person," including a "group" within the meaning of Section 13(d)(3) of the Exchange Act, but excluding any employee stock ownership plan or similar employee benefit plan of the Company, is or becomes, directly or indirectly, the beneficial owner of securities of the Company representing over twenty-five percent (25%) of the combined voting power of the Company's then outstanding voting securities; or (v) the Company transfers substantially all of its assets to another corporation that is not a wholly-owned subsidiary of the Company.

In the event of the NEO's termination due to a change in control, as defined in the agreement, following the agreement for or announcement of a proposed change in control and within 24 months following the effective date of the change in control (the "CIC Period"), the NEO would be entitled to receive the NEO's full salary, bonus and benefits (to the extent that the officer's continued participation is possible under the general terms and provisions of such plans and programs) as were in effect immediately preceding such change in control. For Messrs. Rudow, Barbato and West and Ms. Conroy this period is 24 months, 12 months and 12 months and 6 months, respectively, following the effective date of the officer's termination of employment. In addition, the NEO's outstanding stock options, RSUs and PSUs would immediately vest (with PSUs vesting at the greater of the amount accrued or target) and vested stock options would remain exercisable for the remainder of their term. Pursuant to the agreement, in the event of voluntary termination or termination for certain reasons during the CIC Period, including death, total disability, normal retirement, willful misconduct, gross negligence, breach of duty, unfair competition, conviction of certain crimes, or conduct that disqualifies the officer from employment with the Company, the officer would not be entitled to these amounts or accelerated vesting.

Elements of Executive Compensation

Overview of Compensation Components

We seek to achieve the objectives for our executive compensation program through the following compensation elements.

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 our 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 2026, a majority of our CEO's and our other NEOs' target annual compensation was weighted toward at-risk compensation, as shown by the graphs above.

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 2026, the Compensation Committee approved an increase in annual base salary for our CEO in connection with the Transition Agreement to better align with peer pay levels for CEOs and a modest increase for our other executive officers.

Annual Performance-Based Cash Incentive Compensation

We maintain an annual performance-based cash incentive plan, which is designed to compensate key management members, including our NEOs. Payment of performance-based cash incentive awards under the annual performance-based cash incentive plan for our NEOs is expressly linked to successful achievement of specific pre-determined corporate goals, which the Compensation Committee approves on an annual basis. The performance-based cash incentive plan includes various incentive levels based on a participant's position within the Company, accountability, and impact on our operations. Target award opportunities are established as a percentage of base salary. The target award opportunity under the performance-based cash incentive plan for fiscal 2026 as a percentage of base salary for each of our NEOs is set forth in the following table.

Company performance against the objectives results in a corporate payout factor used to establish the aggregate pool available for incentive 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:

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.

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's performance against objectives multiplied by their earnings through the date of termination.

For fiscal 2026, the corporate objectives, relative weights, and levels of performance achieved were as follows:

Following the Compensation Committee's review of the achievement of corporate financial objectives for fiscal 2026, the Compensation Committee awarded the following amounts of performance-based cash incentive compensation to each of our NEOs, which reflected an overall payout factor of 67%:

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 day prior to the date of grant. The target equity award opportunity for fiscal 2026 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 a special one-time retention RSU grant (the "Retention RSUs") to each of the NEOs (other than Mr. Rudow) to preserve the continuity of our leadership team through the transition to a successor CEO and directly incentivize the executives' continued contributions to the Company.

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 2026 Summary Compensation Table. 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 pre-determined cumulative Adjusted EBITDA thresholds:

Failure to achieve the minimum cumulative Adjusted EBITDA will result in no shares becoming earned under the PSU awards.

PSUs granted in fiscal 2024 had a three-year performance period ending at the end of fiscal 2026. The table below compares the minimum, target, and maximum thresholds with actual performance of three-year cumulative Adjusted EBITDA:

Based on actual results during the three-year performance period, PSUs held by the NEOs vested after the end of fiscal 2026 and were converted into common stock.

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 2026 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. The plan is now frozen to new participants, as only those individuals who were "Retirees" as defined in the plan as of July 22, 2019 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. Of our NEOs, only Messrs. Rudow and West are eligible to participate in the plan.

2026 Summary Compensation Table

The following table shows certain information about the compensation of our NEOs for our three most recently completed fiscal years.

Grants of Plan-Based Awards

The following table shows the plan-based awards granted during fiscal 2026 to each of our NEOs: