TRANSCAT INC

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 11, 2024, we have summarized information contained elsewhere in this proxy statement or in our Annual Report to Shareholders for the fiscal year ended March 30, 2024, 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”) 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 services, cost control and optimization services, and distribution and rental of value-added professional grade handheld test, measurement, and control instrumentation. We are focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include FAA-regulated businesses, including aerospace and defense industrial manufacturing; energy and utilities, including oil and gas and alternative energy; and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly. We operate our business through two reportable business segments, Service and Distribution, which offer a comprehensive range of services and products to the same customer base.

Company Governance Highlights

Operating Priorities. Our fiscal year ended March 30, 2024 (“fiscal 2024”) was highlighted by record revenue and gross margins in our Service segment, as well as on a consolidated basis. During fiscal 2024, we completed three acquisitions: Axiom Test Equipment, Inc., a privately-held California rental provider of electronic test equipment; SteriQual, Inc, a Florida based provider of expert consulting services to pharmaceutical, biopharmaceutical, medical device and diagnostic equipment manufacturers; and TIC-MS, Inc., a Missouri based provider of calibration services. Subsequent to fiscal 2024, we completed the acquisition of Becnel Rental Tools, LLC, a privately-held Louisiana provider of rental tools and services used in the decommissioning and maintenance of oil wells. These acquisitions have continued to expand our addressable markets, widened the breadth of our service offerings, and allowed us to leverage our existing infrastructure. We believe our acquisition strategy continues to be a differentiator for us.

Clawback Policy. We have adopted a Policy on Recoupment of Incentive Compensation (the “clawback policy”) in accordance with the rules of the Nasdaq Stock Market which allows us to recover incentive compensation provided to our executive officers in the event that we are required to prepare an accounting restatement or recover incentive compensation provided to our current and former employees if they engage in detrimental conduct (in both cases, as defined in the clawback policy). We believe the clawback policy will maintain and enhance a culture that is focused on integrity and accountability, and that seeks to discourage conduct detrimental to our long-term growth.

Board of Directors. All members of our Board of Directors (the “Board”), except for our President and Chief Executive Officer, Lee Rudow, 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. Since the 2023 annual meeting, we have added Dawn DePerrior and Robert Mecca to the Board.

Inclusion, Diversity and Equity Efforts. We strive to maintain a diverse workforce and inclusive work environment everywhere we operate by recognizing and respecting our employees’ backgrounds and experiences. We recruit the best people for the job without regard to race, ethnicity, gender, sexual orientation or any other protected status. It is our policy to comply fully with all domestic, foreign and local non-discrimination employment laws. Our diversity and inclusion principles are also reflected in our employee training, in particular with respect to our policies against harassment and bullying and the elimination of bias 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. We are committed to advancing diversity, equity and inclusion at all levels of the business.

Environmental, Social and Governance Initiatives. We are building a culture of integrity focused around our environmental, social and governance commitments. We believe effective and ethical purchasing is a key element in our mission to provide high-quality calibration services and test and measurement instruments. We hold our supply chain and business partners to the highest of standards in upholding social and human rights for all people. Providing a safe work environment for our employees and supporting our workforce are of the utmost importance to us. To that effect, we have detailed our modern slavery and human trafficking policy, employee code of conduct, privacy policy, safety program, and compensation and benefits program to communicate our human-centered initiatives. Our people are our most valuable assets. Through our Wellness Program and Transcat University, we are leading the way in investing in our employees. We value diversity of backgrounds, cultures and views, and we believe that every person deserves equal opportunity and treatment. Through our diverse workforce, inclusive work environment, established training principles, and Diversity Scholarship program, we are committed to advancing diversity, equity and inclusion at all levels of the business. Our Global Environmental Policy reflects our commitment to the community and conducting business in an environmentally responsible manner that protects our natural resources and the environment and is in material compliance with all applicable environmental, health and safety obligations. Through community engagement, community crisis support, and paid employee volunteer hours, we strive to support the local communities in which we operate. Our goal is to foster positive engagement and be a positive contributor in our local communities.