Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 6, 2026, the Compensation Committee of the Board of Directors of Transcat, Inc.…
Filed Jan 8, 2026Accepted Jan 8, 2026, 3:06 AM ESTCIK 99302Accession 0001206774-26-000020
Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is 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, in-house services at its Calibration Service Centers strategically located across the United States and Internationally. In addition, Transcat operates calibration labs in imbedded customer-site locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2026, the Compensation Committee of the Board of Directors
of Transcat, Inc. (the “Company”) granted a special one-time equity award to certain of the Company’s executive officers
under the Company’s 2021 Stock Incentive Plan (the “Retention Awards”). The Compensation Committee granted Retention
Awards to Thomas L. Barbato, Theresa A. Conroy, Michael J. Haddad and Michael W. West consisting of 19,772; 10,380; 5,190; and 12,028
restricted stock units, respectively. The Retention Awards will vest on January 6, 2028, subject to the executive’s continued employment
and except as otherwise described in the form of award agreement. The Retention Awards were designed to preserve the continuity of the
Company’s leadership team through the transition to a successor chief executive officer and directly incentivize the executives’
continued contributions to the Company.
The foregoing summary of the Retention Awards does not purport to
be complete and is qualified in its entirety by reference to the full text of the award agreement governing the Retention Awards, a copy
of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On January 8, 2026, the Company issued a press release regarding
the matters described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Filed exhibits (1)
EX-99.1 (by filename) trns4580951-ex991.htm
Exhibit 99.1
NEWS
RELEASE
Transcat, Inc. 35 Vantage Point Drive • Rochester
• NY • 14624 • Phone: (585) 352-7777
Transcat Announces Executive Equity Retention Awards Ahead
of CEO Succession in FY2026
Strategic Move to Ensure Leadership Stability During Transition
to New Chief Executive Officer
ROCHESTER, NY, January 8, 2026 - Transcat,
Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leader in test measurement, control and calibration, today
announced the approval of one-time equity retention awards for certain executive officers. This decision, made by the Compensation Committee
of the Board of Directors, is part of the company's strategy to maintain leadership stability in tandem with the previously announced
retirement of Chief Executive Officer Lee D. Rudow.
The retention awards, made in conjunction with Mr. Rudow’s
plans to retire as CEO, aim to incentivize its executive team to remain focused on business operations and the successful completion of
the CEO succession. Mr. Rudow will continue to serve in his current role until March 2026. Following the appointment of a new CEO, Mr.
Rudow will transition to an advisory role through March 2027 to provide guidance …