8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   April 8, 2024

Transcat, Inc.

(Exact name of registrant as specified in its charter)

Ohio	000-03905	16-0874418
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

35 Vantage Point Drive, Rochester, New York	14624
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code	(585) 352-7777
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	TRNS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of April 8, 2024 (the “Effective Date”), Michael West was appointed as the Chief Operating Officer of Transcat, Inc. (the “Company”). Prior to his appointment as Chief Operating Officer, Mr. West, age 53, served as the Company’s Senior Vice President of Business Operations since April 2023 and Vice President of Distribution and Marketing from November 2014 to April 2023. From 1995 to 2014, Mr. West was a principal owner of QuestCom Inc., a marketing and advertising company, and served as a marketing consultant to various direct mail, web and catalog clients. Mr. West worked with the Company’s marketing team, as one of his clients, for 13 years before joining the Company.

As Chief Operating Officer, Mr. West’s annual base salary will be $350,000 and his target performance-based cash incentive award will be 40% of his base salary. Payment of Mr. West’s performance-based cash incentive award will be based on the successful achievement of pre-established corporate and individual performance goals. Mr. West is also eligible for a target long-term equity incentive award opportunity of 65% of his base salary. Mr. West is subject to the Company’s stock ownership objectives for executive officers and is eligible to participate in and/or receive benefits under the Company’s standard benefit programs. In connection with his appointment, Mr. West received a restricted stock unit award under the Company’s 2021 Stock Incentive Plan for 2,000 shares of the Company’s common stock that will vest on the third anniversary of the grant date.

There is no arrangement or understanding between Mr. West and any other person with respect to his appointment, and there are no family relationships between Mr. West and any director or executive officer of the Company. Neither Mr. West nor any of his immediate family members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

Also as of the Effective Date, Mark Doheny was terminated as Chief Operating Officer of the Company. From the Effective Date until six months thereafter, Mr. Doheny will serve as a consultant to the Company pursuant to a consulting agreement between Mr. Doheny and the Company (the “Consulting Agreement”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Under the Consulting Agreement, Mr. Doheny will receive a consulting fee of $156,000, payable in equal monthly installments during his service as a consultant. As of the Effective Date, the Company entered into a separation agreement with Mr. Doheny (the “Separation Agreement”) that clarifies the payout of cash incentive awards and equity-based incentive awards for the fiscal year ended March 30, 2024 and the vesting terms of outstanding awards. Under the Separation Agreement, Mr. Doheny provided a general release of claims in favor of the Company and its affiliates, subject to customary exceptions. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 9, 2024, the Company issued a press release announcing these executive leadership changes. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1+	Consulting Agreement, between Transcat, Inc. and Mark Doheny, dated as of April 8, 2024
10.2+^	Separation Agreement, between Transcat, Inc. and Mark Doheny, dated as of April 5, 2024
99.1	Transcat, Inc. Press Release dated April 9, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Management contract or compensatory plan or arrangement.
^	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TRANSCAT, INC.
Dated: April 9, 2024	By:	/s/ James M. Jenkins
		James M. Jenkins
		Chief Legal and Corporate Development Officer

EX-10.1

Exhibit 10.1

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

This Agreement is made this 8th day of April 2024 (the “Effective Date”) by and between Transcat, Inc. (the “Company”), and Mark A. Doheny (“Consultant”).

1.       Purpose. The purpose of this Agreement is to set forth the understanding and relationship between the Company and Consultant. The Company hereby agrees to retain Consultant, and Consultant hereby agrees to provide certain services for the Company, as an independent contractor, and not as an employee, upon the terms and conditions set forth below.

2.       Professional Services. Consultant hereby agrees to provide to the Company consulting services related to Company Operations and Information Technology (the “Services”). Consultant hereby warrants that Consultant has the professional expertise necessary to provide the Services.

3.       Independent Contractor. In the performance of the work, duties and obligations undertaken by Consultant under this Agreement, it is mutually understood and agreed that Consultant is at all times acting and performing as an independent contractor. Except for the establishment of standards and parameters for the provision of Services hereunder, the Company shall neither have nor exercise control over the methods by which Consultant shall perform the Services under this Agreement. Consultant agrees to provide the Services within the parameters established by the Company, but Consultant will retain the right to determine the day-to-day methods by which the Services will be performed. However, this shall in no way interfere with the right of the Company to determine whether Consultant is adequately, and in good faith, discharging Consultant’s duties under this Agreement.

4.       Equipment and Materials; Access. Consultant agrees to supply all equipment and materials necessary to perform the Services. Any failure of such equipment or materials, due to malfunction or otherwise, necessary to perform the Services shall be the responsibility of Consultant, and Consultant shall, at his expense, take such measures as are necessary to insure that the Services are provided. The Company may grant Consultant access to the Company’s facilities, from time to time, which in the sole opinion of the Company, may be required to provide Services

5.       Fees, Permits, Insurance, etc. Consultant agrees to provide for, secure, and be solely responsible for any and all required license fees, permits, Workers’ Compensation coverage, unemployment insurance, disability insurance, Social Security contributions, income tax withholding and any other insurance or taxes, including but not limited to federal and State taxes, relating to Consultant’s Services pursuant to this Agreement.

6.       Indemnification; Limitation of Liability. Consultant agrees to indemnify and hold harmless the Company from and against any claims, suits, losses, or damages resulting from or relating to Consultant’s performance of Services pursuant to this Agreement. Consultant shall be liable to the Company for any loss, damage or destruction of any property, materials, goods, documents, or other items resulting from or related to (i) the negligence, willful misconduct or other wrongful acts of Consultant pursuant to this Agreement, or (ii) breach of this Agreement by Consultant. In no event shall the Company be liable for special, indirect, incidental or consequential damages to the full extent such may be disclaimed by law even if the Company has been advised of the possibility of such damages.

7.       Payment. The Company agrees to pay Consultant for the Services provided under this Agreement according to “Schedule A, Part I - Payment Schedule” attached hereto and made a part hereof. Any changes in payment terms will be negotiated by Consultant and the Company and appended to the end of this Agreement as a schedule dated and signed by the parties. As an independent contractor, Consultant agrees and understands that Consultant is not entitled to any other benefits and privileges established for the Company employees, such as life, accident or health insurance, vacation and sick leave

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with pay, paid holidays, bonus plan participation, or severance pay upon termination of this Agreement for any reason. In accordance with Consultant’s independent contractor status, payments to Consultant shall not constitute wages/salary and therefore, no amounts shall be deducted for federal and state employment, Social Security or other taxes or employee benefit claims. Consultant shall be individually responsible for filing and paying Consultant’s own self-employment and withholding taxes. 

8.       Confidential Information. Consultant will not, directly or indirectly, at any time, without the prior written consent of the Company, disclose, use, copy, reproduce or retain in his possession, in any manner, any Confidential Information (as hereinafter defined). On the termination of this Agreement, Consultant will return to the Company all Confidential Information then in his possession of within his control and will, on the reasonable request of the Company, certify to the Company that he has returned the same. Consultant will not use Confidential Information for any purpose other than performing work under this Agreement. Consultant will neither publish nor reveal any Confidential Information to anyone except authorized Company employees, nor shall Consultant make any use, directly or indirectly, of Confidential Information without the prior written consent of the Company. Consultant will protect the confidentiality of Confidential Information with the same degree of care as Consultant uses for Consultant’s own similar information. The restrictions on Consultant using, publishing or revealing Confidential Information continue perpetually unless the Company agrees otherwise in writing. “Confidential Information” consists of information relating to the business or interests of the Company, including, but not limited to, information concerning operations, business plans, financial performance, information concerning potential acquisition targets, pricing or cost policies, scientific formulae, engineering designs, technical projects and processes, research, trade secrets, customer lists, investor lists, web development and improvements, financing strategies, employee or recruitment information and any information related to software produced or sold by the Company. The term “Confidential Information” excludes information that (a) is made public by the Company, (b) becomes generally available to the public, other than as the result of disclosure by Consultant or other party in violation of any obligation of confidentiality to the Company, or (c) Consultant obtains from sources other than the Company, provided that such sources did not disclose such information in violation of any obligation of confidentiality to the Company. Pursuant to the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

9.       Ownership of Work Product and Inventions. Consultant hereby waives, agrees not to assert any rights to, and expressly assigns and transfers to the Company all ideas, innovations, work products, discoveries, improvements, inventions, trademarks, copyrights, computer programs or systems, and other work products, developments or improvements of any kind (collectively, the “Developments”) conceived or created by Consultant, alone or with others, during the term of this Agreement that are within the scope of the Company’s business operations or that relate to the Services, any of the Company’s work, or projects for the Company, its clients or itself. Consultant agrees to assist the Company to obtain any and all patents, copyrights, trademarks, trade names, patents or the like to vest rights and ownership in the Developments in the Company.

10.       Non-Solicitation of Employees. During the term of this Agreement and for a period of six (6) months thereafter, Consultant will not, directly or indirectly, employ or engage, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment or engagement of, any person who is employed by or who is engaged as an independent contractor by, on a full or part time basis, the Company.

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11.       Term and Termination. The initial term of this Agreement shall be for six (6) months, beginning on the Effective Date. This Agreement may then be renewed for periods upon the mutual written agreement of the parties. If Consultant violates any provision of this Agreement or the Separation Agreement between the Company and Consultant of even date herewith, the Company may immediately terminate this Agreement without any further obligations.

12.       Outstanding Equity.

a. Consultant’s FY ’22-’24 PRSU will be delivered to Consultant as soon as practicable after the applicable performance metrics are calculated, on or about May 30, 2024.

b. Consultant’s out-of-step grant tied to margin improvement that he received in 2023 will vest at 1/3 of the original grant (833 shares), on or about May 30, 2024.

13.       Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to its conflict of laws principles. All disputes arising in connection with this Agreement shall be resolved by a court of competent jurisdiction. Any legal action may only be brought in a court located in Monroe County, New York.

14.       No Waiver. Any purported waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No amendment of this Agreement will be effective unless made in writing and signed by the parties.

15.       Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written relating to its subject matter. There are no other conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement.

In Witness Whereof, the parties hereto have executed this Agreement effective as of the date first above written.

Mark A. Doheny		Transcat, Inc.
By:	/s/ Mark A. Doheny	By:	/s/ James M. Jenkins

Name:	Mark A. Doheny	Name:	James M. Jenkins
Title:	Consultant	Title:	Chief Legal and Corporate Development Officer

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SCHEDULE A

Part I - Payment Schedule.

Payment for Services will be a rate of $26,000 per month (prorated for any partial month, as described below).

The Company will reimburse Consultant for reasonable and typical pre-approved out-of-pocket expenses incurred during the performance of Consultant’s Services. Such expenses are to be invoiced on a monthly basis, and will be paid by the Company within 20 days of receipt of such invoice and receipts for such expenses.

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EX-10.2

Exhibit 10.2

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

April 5, 2024

via email: ###

Mark A. Doheny

2970 Nuhua Street
Baldwinsville, New York 13027

Re: SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

Dear Mark:

As you know from your conversation with Lee, your employment with Transcat, Inc. (the “Company”) will end at the close of business on April 8, 2024 (the “Separation Date”). This letter explains the separation benefits that the Company will make available to you and what you need to do to receive them. If you sign this letter, return it to me, and do not revoke your acceptance, then this letter will constitute the Separation Agreement and Release of All Claims (this “Agreement”) between you and the Company on the terms of your separation from employment.

1.

Final Payments. You will receive your regular wages and employment-related benefits owed to you through the Separation Date, all of which will be paid in accordance with the Company’s regular payroll schedule and benefit policies and practices. You will receive the amounts described in this Paragraph 1 even if you decide not to sign this Agreement.

2.

Compensation and Benefits. Except as specifically described in this Paragraph and in Paragraph 3 below, all of your compensation and employment-related benefits will end on the Separation Date, with the exception of group health insurance and dental coverage, which will end on April 30, 2024. You will receive information regarding your right to insurance continuation (at your expense) and your retirement benefits, if applicable, under separate cover. To the extent that you have such rights, nothing in this Agreement will impair them. By signing this Agreement, you agree that upon receipt of the amounts described in Paragraph 1, you have received all wages, benefits, and other compensation due to you.

3.

Separation Benefit. In consideration of your acceptance and non-revocation of this Agreement, the Company will provide you with the following separation benefit:

a)

The Company will enter into the Consulting Agreement attached hereto at Appendix 1, the provisions of which will be incorporated into this Agreement, considered part of this Agreement, and enforceable as described in the Consulting Agreement at Appendix 1.

b)

The Company will provide you with a payment of $126,000 on or about May 30, 2024.

You acknowledge and agree that, in the absence of this Agreement, you are not entitled to the separation benefits set forth in this Paragraph 3.

4.

Company Property. By no later than the Separation Date, you shall return to the Company all documents (and all copies thereof) and other property belonging to the Company that you have in your possession or control, with the exception of any property that the Company authorizes you in writing to retain.  The documents and property to be returned by you include, but are not limited to, all files,

April 5, 2024

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correspondence, e-mail, software, databases, memoranda, notes, notebooks, drawings, records, plans, forecasts, reports, studies, analyses, compilations of data, proposals, agreements, financial information, research and development information, supplier, client or customer information, marketing information, operational information, specifications, computer-recorded information, tangible property and equipment (including, but not limited to, facsimile machines, laptops, mobile telephones and servers), credit cards, entry cards, access codes or devices, passwords, identification badges and keys, and any materials of any kind which contain or embody any proprietary information of the Company or its subsidiaries or affiliates (and all reproductions thereof in whole or in part).  You further agree to return all Company property and data in the same working condition in which they were issued.

5.         RELEASE OF ALL CLAIMS

(a)

By accepting this Agreement, you agree that you are releasing and waiving your right to bring any legal claim of any nature against the Company. The claims you are giving up include, but are not limited to, claims related, directly or indirectly, to your employment relationship with the Company, including your separation from employment. This Agreement is intended to be interpreted in the broadest possible manner to include all actual or potential legal claims you may have against the Company, whether known or unknown, except as expressly provided otherwise in Paragraph 5(e).

(b)

Specifically, you agree that you are fully and forever giving up all of your legal rights and claims against the Company, whether or not presently known to you, that are based on events occurring before you sign this Agreement. You agree that the legal rights and claims you are waiving include all rights and claims under, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Civil Rights Acts of 1866 and 1991, the Americans With Disabilities Act of 1990, the Genetic Information Nondiscrimination Act of 2008, the Equal Pay Act of 1963, the Sarbanes-Oxley Act of 2002, the New York State Human Rights Law, Federal and State False Claims Acts, and any similar federal, state, or local statute, regulation, order, or common law. You specifically agree that you are releasing claims of discrimination based upon age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, whistleblower status, veteran status, disability, protected activity, leave use, genetic predisposition or carrier status, and all other legally protected categories.

(c)

You also agree that the legal rights and claims you are giving up include your rights under, as amended, the Family and Medical Leave Act of 1993, the New York State Paid Family Leave Law, the California Paid Family Leave Act, the California Family Rights Act, the Employee Retirement Income Security Act of 1974 (ERISA), the federal Worker Adjustment and Retraining Notification Act of 1989 (WARN), the New York Worker Adjustment and Retraining Notification Act (NY WARN), the New York Whistleblower Law, the New York labor laws (except minimum wage and unemployment claims), and any similar federal, state, or local statute, regulation, order, or common law. In consideration of the promises and undertakings of the Company under this Agreement, you also acknowledge and agree that you have received (or will receive, upon receipt of the amounts described in Paragraph 1) all sums and benefits due you under any agreement (express or implied), the federal Fair Labor Standards Act (FLSA), the New York State Labor Law, and any other federal, state or local wage payment law or leave law. You further agree that the legal rights and claims you are giving up include all common law rights and claims, such as a breach of express or implied contract, tort (whether negligent or intentional), wrongful discharge, retaliation, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for fraud, omission, or misrepresentation. You also agree that you are giving up and forever releasing any right you may have to attorneys’ fees, compensatory or economic damages, equitable relief, emotional distress awards, liquidated damages, punitive damages or other compensation from the Company for any of the rights and claims released in this Paragraph 5.

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

April 5, 2024

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(d)

You agree that the release of all claims described in this Paragraph 5 applies not only to the Company, but also to the Company’s predecessors, successors, subsidiaries, related entities, and employee benefit plans, and all of its or their members, shareholders, officers, directors, agents, attorneys, employees, board members, trustees, fiduciaries, and assigns (collectively with the Company, the “Releasees”).

(e)

The claims you are giving up and releasing do not include your vested rights, if any, under any qualified retirement plan in which you participate, and your COBRA, unemployment insurance, and workers’ compensation rights, if any. In addition, nothing in this Agreement shall be construed to constitute a waiver of: (i) any claims you may have against the Company that arise from events that occur after the date that you sign this Agreement; (ii) your rights, protected under law, to file an administrative charge or complaint with, communicate with, provide relevant information to or otherwise cooperate with any governmental authority regarding a possible violation of law or respond to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts; (iii) your right to participate in any administrative, regulatory, court or law enforcement investigation, hearing or proceeding; (iv) any other right that you cannot waive as a matter of law. You agree, however, to waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages from the Company as a result of any administrative charge, complaint or lawsuit filed by you or anyone on your behalf; provided that this does not affect any right you may have to recover any payment from a government agency, including the Securities and Exchange Commission, for any information provided to that agency or as otherwise as required by law. In addition, the release of all claims set forth in this Agreement does not affect your rights as expressly created by this Agreement and does not limit your ability to enforce this Agreement.

6.

No Pending Action. You represent that, as of the date that you sign this Agreement, you have not filed any charge, complaint, or action against any of the Releasees in any forum. To the extent any such charge, complaint, or action exists, you agree to immediately withdraw such charge, complaint, or action and take whatever actions are necessary to have the charge, complaint, or action dismissed with prejudice. This Agreement may be used as a complete defense in the future if you bring a lawsuit based on any claim that you have released.

7.

Future Cooperation. You agree that upon reasonable request of the Company, you will do whatever is reasonably necessary to assure an orderly transition of your work and responsibilities and to fully cooperate with these efforts.

8.

Confidentiality; Restricted Statements. The separation benefit being paid or provided under this Agreement and the fact of such payment or provision are confidential and may not be disclosed by you except that you may disclose this information as expressly permitted under this Agreement, and to your spouse, attorney, accountant, or other professional advisor to whom you must make the disclosure in order for them to render professional services to you. You will instruct them, however, to maintain the confidentiality of this information just as you must. You also agree that you will not directly or indirectly make, or cause to be made any maliciously untrue statements or derogatory or defamatory statements, whether written or oral, regarding any of the Releasees. The restrictions imposed by this Paragraph do not apply to any information provided by you in good faith to any government agency for the purpose of reporting or investigating a suspected violation of law.

9.

Future Inquiries. In the event the Company receives an inquiry from a future prospective employer, the Company will disclose the position you held and the duration of your employment in accordance with the Company’s policy and practice regarding references.

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

April 5, 2024

Page 4 of 7

10.

Future Employment. You agree that neither you, nor anyone acting on your behalf, will apply for or seek employment with the Company in the future. You agree that in the event you apply for or seek employment with the Company in the future, the Company is under no obligation to consider that application and may deny said application based on this Agreement.

11.

No Admission of Liability. You agree that neither any payment under this Agreement, nor any term or condition of it, shall be construed by either you or Company, at any time, as an admission of liability or wrongdoing by the Company.

12.

Confidential Information. You shall keep secret and retain the confidential nature of all Confidential Information (as defined in Paragraph 12(b) below) of or belonging to the Company and take such other precautions with respect thereto as the Company, in its sole discretion, may reasonably request.

(a)

You shall not at any time use, copy, disclose, or make available any Confidential Information, including to any individual, corporation, partnership, trust, governmental body or other entity; except that you may use, copy, or disclose any Confidential Information (i) to the extent it becomes publicly available through no fault on your part; or (ii) to the extent you are required to do so pursuant to applicable law or pursuant to a final order of a court or arbitrator having jurisdiction thereof; provided, however, that prior to such disclosure you shall promptly notify the Company in writing of any such order or request to disclose and shall cooperate fully with the Company in protecting against any such disclosure by narrowing the scope of such disclosure and/or obtaining a protective order with respect to the permitted use of the Confidential Information. The restrictions imposed by Paragraph 8 and Paragraph 13 do not apply to any information provided by you in good faith to any government agency for the purpose of reporting or investigating a suspected violation of law.

(b)

For purposes of this Agreement, “Confidential Information” shall mean all information pertaining to the business and operations of the Company that is not generally available to the public and the Company desires to keep confidential, including, but not limited to, information relating to the Company’s facilities, services, suppliers, business partners, operations, research, trade secrets, intellectual property, finances, employees, and all documents and other tangible items relating to or containing any such information. You acknowledge that the Confidential Information is vital, sensitive, confidential, and proprietary to the Company. Pursuant to the federal Defend Trade Secrets Act (the “Act”), the Company hereby notifies you that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You further understand that under the Act, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

13.

Interim Obligations. You understand and agree that the obligations contained in Paragraphs 4 (Return of Company Property), 7 (Future Cooperation), 8 (Confidentiality; Restricted Statements), and 12 (Confidential Information) are material provisions of this Agreement, for which good and sufficient consideration is provided. However, you also acknowledge and agree that those provisions could be undermined and/or rendered ineffective if you took or take actions that would be violations of said Paragraphs after the Effective Date of this Agreement and/or between the date you were first presented with this Agreement (April 5, 2024) and the Effective Date of this Agreement (the “Interim Period”). Accordingly, as a material inducement for the Company to accept this Agreement, you represent and warrant that, during the Interim Period, you did not and will not take any actions, directly or indirectly, that

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

April 5, 2024

Page 5 of 7

would be violations of this Agreement if they occurred after the Effective Date of this Agreement. This includes, but is not limited to, making derogatory statements concerning the Company and/or disclosing the terms of this Agreement or the amounts or benefits to be paid under this Agreement other than as specifically permitted by this Agreement.

14.

Binding Nature. The rights and benefits of the Company under this Agreement shall be transferable to, or enforceable by or against, the Company’s successors and assigns. You agree that this Agreement also binds all persons who might assert a legal right or claim on your behalf, such as your heirs, personal representatives, and assigns, now and in the future. This Agreement may be executed in multiple originals, each of which shall be considered as an original instrument, but all of which together shall constitute one Agreement, and shall bind you, your heirs, executors, administrators, successors, assigns, and legal representatives, and the Company, its successors, assigns, and legal representatives.  A photocopy or facsimile of the original documents will have the same force and effect as the original.

15.

Scope of Agreement. You agree that no promise, inducement, or other agreement not expressly contained or referred to in this Agreement, has been made conferring any benefit upon you, and this Agreement contains the entire agreement between the Company and you regarding the conclusion of your employment. Notwithstanding the foregoing sentence of this Paragraph, you agree that any and all post-employment obligations you have to the Company that are contained in any other agreement, contract, or document shall be deemed incorporated herein by reference and shall continue in full force and effect.

16.

Legal Proceedings; Governing Law; Partial Invalidity. This Agreement shall be construed and governed by the laws of the State of New York. Disputes arising under it shall be heard exclusively by the state or federal courts located in Monroe County, New York. Neither party waives any right it may have to remove such an action to the United States District Court located in Monroe County, New York. You irrevocably agree that all claims and disputes regarding this Agreement may be heard and determined in any such court(s) and you irrevocably waive any objections you may now or hereafter have as to personal jurisdiction, the venue of any such action or proceeding brought in such a court or the fact that such court is an inconvenient forum. If any provision of this Agreement, including the waiver of claims under any particular statute, should be deemed unenforceable, the remaining provisions shall, to the extent possible, be carried into effect, taking into account the general purpose and spirit of this Agreement. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement, and this Agreement shall be interpreted in all respects as if such invalid or unenforceable provision were omitted. Also, if a court finds that the release of claims (set forth in Paragraph 5 above) is illegal, void, or unenforceable, you agree, promptly upon request, to execute a second release that is legal and enforceable, without further consideration, payments, or compensation.

17.

Modification; Counterparts; Electronic/PDF Signatures: You agree this Agreement may not be altered, amended, modified, or otherwise changed except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each party to this Agreement. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which together shall constitute the same instrument. Counterparts may be delivered via facsimile, electronic mail, or other electronic transmission method, and may be executed using any electronic signature method complying with the United States ESIGN Act of 2000 (e.g., www.docusign.com). Any such counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

18.

Voluntary Agreement. You agree that you are voluntarily signing this Agreement, that you have not been pressured into agreeing to its terms and that you have enough information to decide whether to sign it. If, for any reason, you believe that this Agreement is not entirely voluntary, or if you believe that you do not have enough information, then you should not sign this Agreement.

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

April 5, 2024

Page 6 of 7

19.

Attorney Consultation. You are advised to consult with an attorney of your choice before signing this Agreement. By signing this Agreement, you acknowledge that you have had an opportunity to do so.

20.

Period to Consider Agreement. You have up to 21 calendar days from the date you receive this Agreement to accept the terms of this Agreement by signing and dating it in the space designated below and returning it to me. You may sign and return the Agreement any time on or after the Separation Date and before the end of the 21-day period, and both you and the Company agree that any amendments to this Agreement made after the date that you first received it will not re-start the 21-day period of review.

21.

Effective Date; Revocation. After you have accepted this Agreement, you will have an additional seven (7) calendar days in which to revoke your acceptance. If you do not revoke your acceptance, then the eighth (8th) day after the date of your signature will be the “Effective Date” of the Agreement, and you may not thereafter revoke it. To revoke this Agreement, you agree to send written notice to:

James Jenkins, Esq., General Counsel

Transcat, Inc.

32 Vantage Point Drive

Rochester, NY 14624

###

You acknowledge and agree that if you exercise your right to revoke this Agreement, your termination of employment will nevertheless have occurred effective on the Separation Date, you will not be entitled to the separation benefits in Paragraph 3, and you will immediately return to the Company any such separation benefits you have already received.

[Signature Page Follows]

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

April 5, 2024

Page 7 of 7

On behalf of the Company, I want to express our appreciation for your service during your employment. We wish you every success in your future endeavors.

Sincerely,

Transcat, Inc.

/s/ Theresa A. Conroy

Theresa A. Conroy

Senior Vice President, Human Resources

BY SIGNING THIS LETTER, I ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT CAREFULLY. I HAVE READ THIS AGREEMENT, I UNDERSTAND ITS TERMS, AND I VOLUNTARILY AGREE TO THEM.

Dated: April 5, 2024

/s/ Mark A. Doheny 

Mark A. Doheny

35 Vantage Point Drive, Rochester NY 14624  •  800-828-1470  •  Transcat.com

EX-99.1

Exhibit 99.1

Transcat Inc. Announces Executive Leadership Changes

Mark Doheny to step down as Chief Operating Officer

Current Senior Vice President of Operations Mike West will oversee the Company’s

Operations as new Chief Operating Officer Effective Immediately

Rochester NY / PR NEWSWIRE /April 9, 2024/ Transcat Inc. (NASDAQ:TRNS) (the “Company” or “Transcat”), a leading provider of accredited calibration services, cost control and optimization services, and value-added distributor of professional grade handheld test, measurement, and control instrumentation, today announced that Mark Doheny will step down as Chief Operating Officer of Transcat effective immediately. Mr. Doheny will be retained as a consultant to assist with a transition through October 2024.

We are excited to announce the promotion and appointment of Mike West, current Senior Vice President of Operations, to replace Mr. Doheny.

“As we enter the next chapter of Transcat’s growth, I believe it is the right time to transition operations leadership,” said Lee Rudow, CEO and President. “Having been a key executive at Transcat for the last 10 years, Mike has a deep understanding of the Company’s history, current state, and plans for the future; our talented teams; and our position in all of our relevant markets. As the leader of our distribution business, he was the architect of our highly successful rental business. He has played a significant role integrating our acquired businesses and leads our rapidly growing pipette business. More recently, Mike has been instrumental in executing our Service productivity enhancement initiatives that supported growth and drove significant margin enhancement. He has a demonstrated track record of strategic thinking and execution within our growing organization and has been at the center of our continuously increasing profitability. I am confident Mike will do a tremendous job leading the Company’s operational functions.”

“Transcat has demonstrated the ability to consistently grow sales and margins over a very long period of time. Now more than ever we are very well positioned to continue to deliver strong performance, both organically and through acquisition. We expect to continue to expand our addressable markets by leveraging the operational expertise we have developed during our long stretch of consistent and reliable growth. said Mr. Rudow. “I look forward to Mike’s leadership on the executive team as we continue to enhance our strong competitive advantages within the markets we serve, and I am incredibly confident in the Company’s ability to continue to deliver improved results and sustainable organic and acquired growth for our shareholders.

Rudow concluded, “On behalf of the entire Company, I’d like to thank Mark for his four years of service to Transcat. During his tenure as CFO and COO, Mark played an important role in repositioning our Company’s strategies and building our executive team. We appreciate Mark’s continued support to help ensure a smooth transition and wish him well in his future endeavors.”

About Transcat

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 Science 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 27 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in 21 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.

Transcat also operates 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. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for its customers.

Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, Cost, Control and Optimizations services, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at: Transcat.com.

XML

Cover	Apr. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 08, 2024
Entity File Number	000-03905
Entity Registrant Name	Transcat, Inc.
Entity Central Index Key	0000099302
Entity Tax Identification Number	16-0874418
Entity Incorporation, State or Country Code	OH
Entity Address, Address Line One	35 Vantage Point Drive
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14624
City Area Code	585
Local Phone Number	352-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 par value
Trading Symbol	TRNS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false