Dawn DePerrior
About Dawn G. DePerrior
Independent director of Transcat, Inc. since 2023; age 67. Retired Managing Director in EY’s healthcare technology consulting practice (retired June 2022), with prior leadership roles driving business IT transformation at Constellation Brands and the University of Rochester Medical Center. Current TRNS board committees: Compensation and Technology. The Board has determined she is independent under Nasdaq/SEC standards and reports >=75% attendance alongside all directors in FY2025. She also previously chaired the board of Villa of Hope (now on its nominating committee) and serves on the board of North Coast Holdings; she served as a director of Evans Bancorp (NYSE: EVBN) from May 2023 until its merger into NBT Bancorp in May 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Managing Director, Healthcare Technology Consulting (retired) | Through June 2022 | Led large-scale digital/IT, cybersecurity, data/analytics, and M&A integration programs |
| Constellation Brands | Led business IT transformation teams | Not disclosed | Strategy and execution across enterprise technology initiatives |
| University of Rochester Medical Center | Led business IT transformation teams | Not disclosed | Digitization and analytics initiatives supporting healthcare operations |
External Roles
| Organization | Role | Public/Private | Tenure | Notes/Interlocks |
|---|---|---|---|---|
| North Coast Holdings | Director | Private | Current | Also referenced as a board where Oksana S. Dominach (TRNS Audit Chair) serves as a director, indicating an external interlock network relationship |
| Evans Bancorp, Inc. (EVBN) | Director | Public (until merger) | May 2023 – May 2025 | Board service ended upon EVBN’s merger into NBT Bancorp in May 2025 |
| Villa of Hope (Rochester) | Former Board Chair; current Nominating Committee | Non-profit | Current/Former | Community leadership role |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Compensation Committee (member); Technology Committee (member) |
| Committee chairs | Compensation: Craig D. Cairns (Chair); Technology: Cynthia M. Langston (Chair) |
| FY2025 meetings | Board: 8 meetings; Compensation: 5; Technology: 3 |
| Attendance | All directors then in office attended ≥75% of Board and committee meetings |
| Independence | Board determined DePerrior is independent; all committee members meet heightened independence standards where applicable |
| Executive sessions | Independent directors met in regularly scheduled executive sessions without management present |
| Board structure | Separate Chair and CEO; declassification underway (99% vote in 2024) |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Cash retainers (Board/committee roles) | $52,500 |
| Equity RSU grant (annual, time-based) | $85,000 (704 RSUs granted Sep 11, 2024; one-year vest) |
| Options granted in FY2025 | $0 (no FY2025 option awards to directors) |
| Total FY2025 director comp | $137,500 |
Additional director pay framework:
- Quarterly cash retainers increased mid-year (Board member: $12,500 in Q1–Q2; $13,750 in Q3–Q4); committee chair retainers specified; Technology Committee Chair added in 2H FY2025 ($3,750/quarter). Executive Committee members receive $2,500/quarter .
Performance Compensation
Directors do not have performance-conditioned pay; equity is time-vested (alignment via ownership rather than metrics). FY2025 grant details:
| Grant date | Instrument | Shares/Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| Sep 11, 2024 | RSUs | 704 | $85,000 | One-year, time-based |
No director performance metrics (TSR, EBITDA, etc.) are tied to director compensation; alignment is via time-vested equity and stock ownership guidelines .
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Notes |
|---|---|---|
| North Coast Holdings | Director | External interlock with TRNS Audit Chair Oksana S. Dominach, who also serves as a director of North Coast Holdings |
| Evans Bancorp (EVBN) | Director | Public board tenure ended upon merger into NBT Bancorp in May 2025 |
| Villa of Hope | Former Board Chair; current Nominating Committee | Non-profit leadership |
Expertise & Qualifications
- 40-year digital/IT leader spanning strategy, cyber, data/analytics, innovation, M&A integration, and finance across manufacturing, distribution, CPG, healthcare, and finance sectors .
- Board skills matrix highlights strengths in technology, cybersecurity, accounting/controls, corporate finance, HR/compensation, risk management, M&A, leadership, and strategic planning .
- Governance relevance: Active on Compensation Committee (pay-for-performance oversight) and Technology Committee (IT/cyber oversight in coordination with Audit) .
Equity Ownership
| Measure (as of Jul 14, 2025) | Detail |
|---|---|
| Beneficial ownership | 2,704 shares (includes 2,000 presently exercisable options and 704 RSUs) |
| Ownership % of outstanding | <1% of 9,318,490 shares outstanding |
| Director stock options outstanding | 10,000 options outstanding (standard initial grant for newly elected directors; 10-year term; vests over 5 years) |
| Director ownership guideline | 3.0x annual cash retainer; all non-employee directors were in compliance at FY2025 year-end |
| Hedging/pledging | Company has an anti-hedging policy prohibiting hedging transactions by directors |
Governance Assessment
-
Strengths
- Independent director with deep enterprise technology and cybersecurity expertise; placement on Technology Committee aligns oversight with background .
- Member of Compensation Committee; committee uses independent consultant FW Cook, with no conflicts identified; 2024 Say-on-Pay approval was 97% (supportive of pay design) .
- Strong ownership alignment via annual time-vested RSUs and director stock ownership guideline (3x cash retainer), with compliance confirmed; anti-hedging policy in place .
- Board governance enhancements (declassification approved with 99% support) and separation of Chair/CEO roles support effective oversight .
- Attendance: all directors at least 75% at Board/committee levels; executive sessions held regularly without management .
-
Watch items / potential conflicts
- External interlock: DePerrior and Oksana S. Dominach both serve on North Coast Holdings’ board; not a related-party transaction but monitor for potential information-sharing dynamics. No reportable related-person transactions disclosed in FY2025 .
- Section 16 compliance: Company disclosed certain late filings for other insiders (Gillette, Haddad, West), but none attributed to DePerrior; continue monitoring for timely disclosures .
-
RED FLAGS
- None identified specific to DePerrior in FY2025: no related-party transactions; no attendance shortfalls disclosed; no hedging permitted; director compensation is standard mix of cash retainer and time-based RSUs .