Craig Cairns
About Craig D. Cairns
Craig D. Cairns, age 60, has served as an independent director of Transcat since 2021 and currently chairs the Compensation Committee; his term expires in 2027 . He is President and majority owner of Howe & Rusling, Inc., a wealth management firm, with more than 25 years of investment experience; he also holds external roles including Vice Chairman of McQuaid Jesuit High School’s board of trustees and Chair of the Veterans’ Outreach Center Investment Committee . The Board’s skills matrix highlights his breadth across leadership, strategic planning, finance, risk, operations, and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howe & Rusling, Inc. | President; Majority Owner | May 2003–Present | 25+ years investment experience; client relations, capital allocation, sales/marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McQuaid Jesuit High School | Vice Chairman, Board of Trustees | Not disclosed | Community leadership |
| Veterans’ Outreach Center | Chair, Investment Committee | Not disclosed | Investment oversight |
Board Governance
- Independence: Board determined Cairns is independent under Nasdaq standards; all Compensation Committee members meet heightened independence standards .
- Board and Committee Meetings: Board held 8 meetings in fiscal 2025; each director then in office attended at least 75% of Board and committee meetings .
- Executive Sessions: Independent directors met in regularly scheduled executive sessions without management; the Chairman presided .
- Board Structure: CEO and Chairman roles are separated; Lead Independent Director framework exists if combined in future .
| Committee | Role | Meetings in FY2025 | Members |
|---|---|---|---|
| Compensation | Chair | 5 | Cairns (Chair), Dominach, DePerrior, Kaniki |
| Audit | — | 5 | Dominach (Chair), Langston, Hadeed, Mecca |
| Executive | — | 4 | Haseley (Chair), Hadeed, Rudow, Dominach, Kaniki |
| NESG | — | 4 | Kaniki (Chair), Langston, Gillette |
| Technology | — | 3 | Langston (Chair), Gillette, DePerrior |
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $67,500 | Annual board retainer + committee chair retainer |
| Board Service Quarterly Retainer | Q1–Q2: $12,500; Q3–Q4: $13,750 | Board compensation structure change mid-year |
| Compensation Committee Chair Retainer | $3,750 per quarter | No change across quarters |
| Meeting Fees | None disclosed | Retainer-based structure |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant-Date Value | Vesting | Terms |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 2024-09-11 | 704 | $85,000 | 1-year, time-based | Granted at prior annual meeting; next grant expected 2025-09-10 |
| Stock Options (upon initial election) | Not disclosed (policy) | 10,000 (outstanding as of 2025-03-29) | Not disclosed | Vests ratably over 5 years | 10-year term |
Performance metrics for director compensation
- None; director equity awards vest time-based only. No revenue/EBITDA/TSR metrics disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Cairns . |
Expertise & Qualifications
- Strategic leadership and execution; client relations; capital allocation; sales and marketing .
- Board skills matrix marks capabilities in accounting/internal controls, corporate finance/economics, cybersecurity, ESG, HR/Compensation, marketing, M&A, operations, risk management, strategic planning, technology, and other public company experience .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Percent of Class | Composition Detail |
|---|---|---|---|
| Craig D. Cairns | 15,343 | * (less than 1%) | Includes 430 shares in Howe & Rusling 401(k) Plan FBO Cairns; 1,910 shares in Howe & Rusling Roth 401(k) Plan FBO Cairns; 704 RSUs; 8,000 presently exercisable options . Outstanding options: 10,000 . |
Stock ownership alignment
- Director stock ownership objective: 3.0x annual cash retainer; all non-employee directors were in compliance as of fiscal 2025 .
- Anti-hedging policy prohibits hedging of equity awards .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Cairns oversees pay programs for executives and directors; the committee engages independent consultant FW Cook and assessed no conflicts of interest . This supports compensation governance rigor and independence.
- Attendance and engagement: Board met 8 times; all directors then in office met ≥75% attendance thresholds, with independent executive sessions conducted regularly . Signals satisfactory engagement standards.
- Alignment and incentives: Director pay mix balances cash retainers with equity RSUs; ownership guideline compliance and option grants upon appointment enhance alignment with shareholder interests .
- Conflicts and related-party exposure: No reportable related person transactions in fiscal 2025; Audit Committee reviews any related person transactions under a written policy . Cairns’ affiliation with Howe & Rusling is disclosed via retirement plan holdings, but no business dealings with Transcat are reported .
- Risk indicators and policies: Company maintains clawback policy for incentive compensation and anti-hedging policy; insider trading windows and preclearance requirements apply. No late Section 16 filings reported for Cairns in fiscal 2025 (exceptions noted for others) .
- Shareholder sentiment: Prior year say-on-pay received 97% approval, reflecting positive support for compensation governance; advisory votes recommended annually .