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)        November 6, 2020

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.

On November 10, 2020, Transcat, Inc. (the “Company”) announced the appointment of Mark A. Doheny as its Chief Financial Officer and Treasurer effective as of November 6, 2020. Mr. Doheny replaces Michael J. Tschiderer who is stepping down from such positions as of such date and retiring later this year. Mr. Doheny, age 49, joined the Company in September 2020 as Vice President of Finance. Prior to joining the Company, Mr. Doheny served as the Chief Financial Officer of Wheelabrator Technologies Inc. and Tunnel Hill Partners, a waste-to-energy conversion company and waste disposal company, respectively, from November 2019 to June 2020. From August 2015 to November 2019, Mr. Doheny served as the Chief Financial Officer of Vallen Distribution, a provider of indirect industrial supplies.

There was no arrangement or understanding between Mr. Doheny and any other person with respect to his appointment as Chief Financial Officer and Treasurer, and there is no family relationship between him and any director or executive officer of the Company. Since April 1, 2018, there have been no transactions, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant in which Mr. Doheny, or any member of his immediate family, had, or will have, a direct or indirect material interest. The Company and Mr. Doheny are not parties to an employment agreement.

Mr. Doheny’s annual base salary as Vice President of Finance, Chief Financial Officer and Treasurer is $275,000 and his target performance-based cash incentive award amount as a percentage of base salary under the Company's performance incentive plan is 40%. Payment of his performance-based cash incentive awards is based on the successful achievement of pre-established corporate and individual performance goals. Mr. Doheny is also eligible for long-term performance-based incentive compensation award opportunities. Mr. Doheny received a grant, as of September 21, 2020, of 5,012 restricted stock units (“RSUs”) and 3,000 RSUs that will automatically convert on a one-for-one basis into shares of the Company’s common stock on July 21, 2023 and September 21, 2023, respectively, provided he is employed with the Company through such date. The Company also agreed to reimburse Mr. Doheny up to $95,000 for certain relocation expenses.

Mr. Doheny 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.

On November 10, 2020, the Company issued a press release announcing the appointment of Mr. Doheny. The press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 10, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 10, 2020	By:	/s/ Lee D. Rudow
		Lee D. Rudow
		President and Chief Executive Officer

EX-99.1

	Exhibit 99.1
	NEWS RELEASE

Transcat, Inc. • 35 Vantage Point Drive • Rochester, NY 14624 • 585-352-7777

IMMEDIATE RELEASE

Transcat Appoints Mark A. Doheny as Chief Financial Officer

ROCHESTER, NY, November 10, 2020 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration, repair, inspection and laboratory instrument services and value-added distributor of professional grade handheld test, measurement and control instrumentation, announced the appointment of Mark A. Doheny as Chief Financial Officer. Mr. Doheny succeeds Michael J. Tschiderer, who will provide support as needed until his retirement from Transcat at the end of the calendar year.

“Mark brings a broad base of experience from larger organizations which we believe will help us advance our strategy to grow Transcat and expand profit margins. He is a talented executive with a track record of driving improved performance, delivering growth and demonstrating leadership,” commented Lee D. Rudow, President and CEO. “We believe his extensive background in mergers and acquisitions (“M&A”) and strategic planning will help accelerate our efforts to scale our calibration service business and create lasting value for our shareholders. We are thrilled to welcome him to the Transcat team.”

Mr. Rudow added, “I would again like to thank Mike for his valuable contributions to Transcat’s success over the last five years. We wish him all the best in his well-deserved retirement.”

Mark A. Doheny, Chief Financial Officer, commented, “I am excited to join Transcat at a time of significant opportunity for the Company. Transcat has built a solid business foundation and operating system. I look forward to working with the team to execute on our priorities to accelerate growth and enhance profitability.”

Mr. Doheny brings more than 20 years of diverse financial management and leadership experience to Transcat. Most recently, he was chief financial officer at Wheelabrator Technologies, a waste management and environmental services company. Prior to that, Mr. Doheny served four years as the chief financial officer for Vallen Distribution, Inc., a leading value-added distributor of indirect supplies and provider of technical services and solutions, whose service business model with highly-trained technicians is similar to Transcat’s. While there, he oversaw finance, strategic planning, legal, as well as M&A, and was also the general manager of their Specialty Businesses.

Before he joined Vallen, Mr. Doheny spent eleven years with Eaton Corporation, holding a variety of progressively responsible leadership roles in finance, M&A, acquisition integration, strategic planning and investor relations. He received a B.A. from Hobart College and an MBA in Finance from the Rochester Institute of Technology.

ABOUT TRANSCAT

Transcat, Inc. is a leading provider of accredited calibration, repair, inspection and laboratory instrument 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 22 Calibration Service Centers strategically located across the United States, Puerto Rico and Canada, and services at 20 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.

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Transcat Appoints Mark A. Doheny as Chief Financial Officer
November 10, 2020
Page 2 of 2

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 the complementary nature of its two operating segments, its comprehensive service capabilities, strong brand, enhanced e-commerce capabilities 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 are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” “plans,” “aims” and other similar words. All statements addressing operating performance, events or developments that Transcat, Inc. expects or anticipates will occur in the future, including but not limited to statements relating to anticipated revenue, profit margins, the Company’s response to the coronavirus (COVID-19) pandemic, the commercialization of software projects, sales operations, capital expenditures, cash flows, operating income, growth strategy, segment growth, potential acquisitions, integration of acquired businesses, market position, customer preferences, 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.

For more information, contact:
Mark A. Doheny Chief Financial Officer 585-714-3617 Mark.doheny@transcat.com	Deborah K. Pawlowski Investor Relations 716-843-3908 dpawlowski@keiadvisors.com

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Cover	Nov. 06, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 06, 2020
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