false
0000099302
0000099302
2026-03-06
2026-03-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
March 6, 2026 |
| 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 1.01 | Entry into a Material Definitive Agreement |
To the extent required by Item 1.01 of Form 8-K,
the information contained in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
Chief Executive Officer Transition
On March 6, 2026, the Board of Directors (the “Board”)
of Transcat, Inc. (the “Company”) appointed Jaime Irick to become the Company’s President and Chief Executive Officer
as of March 29, 2026 (the “Effective Date”). Mr. Irick, age 51, most recently served as the Chief Executive Officer of The
Pittsburgh Paints Company, a multi-billion dollar paints, stains and building products company serving homeowners and professionals, from
December 2024 to February 2025. Mr. Irick served as Senior Vice President, Architectural Coatings, U.S. and Canada, and Traffic Solutions
of PPG Industries, Inc., a global manufacturer and distributor of paints, coatings and specialty products, where he led a team of 7,000
employees to deliver innovative products and services for their customers, from May 2022 to December 2024 after having served as Vice
President, Architectural Coatings, U.S. and Canada, from May 2019 to May 2022. Prior to his service at PPG, Mr. Irick was Vice President
and President, Life Fitness, for Brunswick Corporation from January 2017 to December 2018. From 2003 to 2016, he held roles with increasing
levels of responsibility in General Electric Company, including as a GE Company Officer. Before his business career, Mr. Irick served
as a Field Artillery Officer in the U.S. Army for five years. Mr. Irick currently serves as a member of the board of directors of Illinois
Tool Works Inc. (NYSE: ITW), a Fortune 300 industrial manufacturer. As previously disclosed, Lee D. Rudow will resign from the Board and
transition to a senior advisory role effective as of March 28, 2026 to provide continuity for the Company through the fiscal year ending
March 27, 2027 (“fiscal 2027”). Mr. Rudow’s resignation is not due to any disagreement with the Company on any matter
relating to the Company’s operations, policies, or practices. Also on March 6, 2026, the Board appointed Mr. Irick to fill the vacancy
created by Mr. Rudow’s resignation from the Board for a term expiring at the Company’s 2027 annual
meeting of shareholders. Once his appointment is effective, Mr. Irick will serve on the Executive Committee.
On March 6, 2026, the Company entered into an executive
employment agreement (the “Employment Agreement”) with Mr. Irick that will become effective on the Effective Date. Pursuant
to the Employment Agreement, Mr. Irick will be entitled to an initial base salary of $650,000 per annum, a target performance-based cash
incentive award of 100% of his base salary for fiscal 2027, and equity incentive awards under the Company’s long-term incentive
compensation plan, consistent with the Company’s historical awards for executive officers, with a target value of $2.3 million for
fiscal 2027. Mr. Irick will be subject to the Company’s stock ownership objectives for directors and executive officers and is eligible
to participate in and receive benefits under the Company’s standard benefit programs.
The initial term of the Employment Agreement is
three years, which will automatically renew for one-year periods thereafter. If the Employment Agreement is not renewed by the Company,
if Mr. Irick terminates the Employment Agreement for good reason, or if the Company terminates Mr. Irick without cause, then he will be
entitled to severance pay in an amount equal to 12 months of his base salary, continuing healthcare coverage, and earned cash bonus. If
Mr. Irick’s employment is terminated in connection with a change in control, Mr. Irick will be entitled to certain payment and benefits
in an amount equal to his full salary, bonus and benefits for 24 months after the date of termination of his employment as well as the
immediate vesting of certain equity awards pursuant to the Company’s Form of Agreement for
Severance Upon Change in Control, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 23, 2024.
Other than as disclosed in this Current Report,
there are no arrangements or understandings between Mr. Irick and any other person with respect to his appointment as President and Chief
Executive Officer, nor with respect to his appointment to serve as a director of the Board, and there are no family relationships between
him and any director or executive officer of the Company. Neither Mr. Irick, nor any of his immediate family has 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.
Chief Financial Officer Compensation
On March 6, 2026, the Compensation Committee of
the Board approved an increase in compensation for Thomas L. Barbato, the Company’s Chief Financial Officer, effective as of the
Effective Date. For fiscal 2027, Mr. Barbato will be entitled to a base salary of $480,000 per annum and a target performance-based cash
incentive award of 70% of his base salary.
Indemnification Agreement
On March 6, 2026, the Board approved an updated
form of indemnification agreement that the Company intends to enter into with its current and future directors and executive officers
(individually, the “Indemnification Agreement” and collectively, the “Indemnification Agreements”). The Indemnification
Agreement will, among other things, require the Company to indemnify each director and executive officer to the fullest extent permitted
by law, including indemnification of expenses and certain judgments, penalties, fines and settlement amounts incurred by the director
or executive officer in any proceeding arising out of such person’s services as a director or executive officer. The Indemnification
Agreement also sets forth certain exclusions from such indemnification rights, procedures with respect to requesting and obtaining indemnification,
advancement of expenses and other customary provisions. The Indemnification Agreement is intended to provide indemnification rights to
the fullest extent permitted under the Ohio General Corporation Law and shall be in addition to any other rights the directors and executive
officers may have under the Company’s Articles of Incorporation, as amended, or Code of Regulations, as amended.
The foregoing
descriptions of the Employment Agreement and Indemnification Agreement do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, the full text of the Employment Agreement and Indemnification Agreement, which are attached as Exhibit
10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 9, 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| #10.1 |
|
Executive Employment Agreement, between Transcat, Inc and Jaime Irick, effective as of March 29,
2026. |
| #10.2 |
|
Form of Indemnification Agreement |
| 99.1 |
|
Transcat, Inc. Press Release dated March 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Management contract or compensatory plan or arrangement. |
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: March 9, 2026 |
|
By: |
/s/ Thomas L.
Barbato |
| |
|
Name: |
Thomas L. Barbato |
| |
|
Title: |
Senior Vice President of Finance and Chief Financial
Officer |
Exhibit 99.1
Transcat Appoints Jaime Irick as President and
Chief Executive Officer
Proven B2B Industrial and Technology Leader
Brings Strong Track Record of Growth and Value Creation
ROCHESTER, NY, March 9, 2026 –
Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leader in test measurement, control and calibration,
today announced the appointment of Jaime Irick as President and Chief Executive Officer, effective March 29, 2026. The Board also appointed
Mr. Irick to the Transcat Board of Directors as of March 29, 2026, where he will serve on the Executive Committee. As previously announced,
Lee D. Rudow is retiring from his role as CEO and from the Board, and will be a senior advisor to the Company through March 2027.
“Jaime is a proven C-suite executive and
public company board member with an established record of delivering results at multi-billion dollar industrial and technology enterprises.
His strategic vision, growth focus and operational expertise make him ideally suited to lead Transcat,” said Gary Haseley, Chairman
of the Board. “Jaime has extensive, wide-ranging experience spearheading successful integrations following complex transactions,
driving growth and profitability, and leading high-performing teams—all of which align with our strategic vision. His recent success
in leading a $2 billion carve-out, delivering growth, and completing a $1.1 billion integration at The Pittsburgh Paints Company are powerful
examples of his leadership and his focus on shareholder value creation. The Board is confident in Jaime’s ability to advance our
strategy by building on Transcat’s strong foundation and winning culture while enhancing execution to create long-term value for
shareholders, customers, and employees.”
“I am honored by the Board’s confidence
and excited to lead Transcat at this pivotal moment in its history,” said Jaime Irick. “Throughout my career, I have led organizations
where a deep commitment to quality and execution drives customer success and optimizes business performance. Transcat’s dedication
to helping the world’s most critical industries stay accurate, compliant and competitive deeply resonates with me. I look forward
to working with our employees, customers and partners to seize new opportunities, drive growth and innovation, and continue to set the
standard in calibration services and equipment.”
Mr. Haseley added, “On behalf of the Board,
I would like to thank Lee for his exceptional leadership over the past 14 years. He has transformed Transcat into a national leader in
calibration services while building an outstanding management team that will carry this momentum forward.”
Jaime Irick looks forward to meeting with Transcat
investors and analysts following the Company’s Fourth Quarter and Full Year 2026 conference call and webcast.
About Jaime Irick
Mr. Irick has extensive C-suite leadership experience
across the industrial and technology sectors. Most recently, he served as CEO of Pittsburgh Paints Company, where he successfully led
a $2 billion carve-out and transition from PPG Industries (NYSE: PPG) to private equity ownership, outperforming competitors’ organic
growth during the division’s last year at PPG. Previously, he served as Senior Vice President of two divisions at PPG Industries,
Inc., overseeing $3 billion in revenue and more than 7,000 employees, where he drove margin expansion and led the launch of several award-winning
product lines. During his tenure at PPG Industries, he also successfully completed the $1.1 billion integration of Ennis-Flint.
Prior leadership roles include President of Life
Fitness (Brunswick Corporation), where he refocused the company’s strategy on digital solutions and implemented operational initiatives
that enhanced profitability and growth. While at General Electric, Mr. Irick held positions of increasing responsibility across diverse
divisions such as the Corporate Initiatives Group, Security, and Energy; he was also President & Chief Executive Officer of GE Lighting
Solutions/LED as well as the Chief Commercial Officer of Current. Mr. Irick holds a degree in Systems Engineering from the United States
Military Academy at West Point and an MBA from Harvard Business School. Before his business career, Mr. Irick served as a Field Artillery
Officer in the U.S. Army and is a qualified Airborne Ranger. He currently serves as a member of the Board of Directors of Illinois Tool
Works Inc. (NYSE: ITW).
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 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and
Ireland. 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.
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.
Safe Harbor Statement
This news release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical
fact and thus are subject to risks, uncertainties and assumptions. Forward-looking statements relate to expectations, estimates, beliefs,
assumptions and predictions of future events and are identified by words such as “anticipates,” “believes,” “estimates,”
“expects,” "look forward," “may,” “plan,” “opportunity,” “outlook,”
“potential,” “strategy,” “vision,” “will,” and other similar words. All statements addressing
operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited
to statements relating to anticipated financial results, succession planning, growth strategy, potential acquisitions, market position,
outlook and changes in market conditions in the industries in which Transcat operates are forward-looking statements. Forward-looking
statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include those
more fully described in Transcat’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including
under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of
the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition,
undue reliance should not be placed on the Company’s forward-looking statements, which speak only as of the date they are made.
Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking
statements contained in this news release, whether as the result of new information, future events or otherwise.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
TRNS@mzgroup.us
www.mzgroup.us
