Gary Haseley
About Gary J. Haseley
Gary J. Haseley, age 63, is an independent director of Transcat and has served on the Board since 2015; he has been Chairman of the Board since September 2020 and currently chairs the Executive Committee, with his term expiring in 2026 . His background includes senior leadership in industrial distribution and services, most notably as Senior Vice President & General Manager at Kaman Automation, Control & Energy and previously President & CEO of Zeller Corporation, bringing operational, sales, and market synergy expertise relevant to Transcat’s service and distribution segments . The Board has determined Haseley is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaman Automation, Control & Energy (Kaman Corporation) | Senior Vice President & General Manager | Until retirement in Nov 2016 | Led a major power transmission/motion control distributor; operational and sales expertise |
| Zeller Corporation | President & CEO | Jan 2001–Aug 2012 | Built distribution of electrical/automation components; later acquired by Kaman |
| Zeller Corporation | VP of Sales | 1995–2001 | Scaled sales operations and market reach |
| Various engineering and sales positions | Engineer/Sales roles | Prior to 1995 | Foundation in technical and commercial execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jerash Holdings (US), Inc. (Nasdaq: JRSH) | Director | May 2018–Dec 2019 | Prior public company board experience |
Board Governance
- Independence: Haseley is independent; all directors except the CEO are independent under Nasdaq rules .
- Leadership: Board separates CEO and Chair roles; Haseley, as independent Chair, presides over executive sessions of independent directors .
- Committees: Executive Committee (Chair); committee met 4 times in FY2025. Members: Haseley (Chair), Hadeed, Rudow, Dominach, Kaniki .
- Board activity: Board held 8 meetings in FY2025; every director then in office attended at least 75% of Board and committee meetings .
- Annual meeting engagement: Company policy requires director attendance; all but two directors attended the Sept 11, 2024 annual meeting (names not disclosed) .
- Board refresh and declassification: Shareholders approved declassification with 99% of votes at the 2024 annual meeting; annual one-year terms now phased in .
Fixed Compensation
| Component | FY2025 Structure | Haseley FY2025 Amount |
|---|---|---|
| Board service cash retainer | Q1–Q2: $12,500 per quarter; Q3–Q4: $13,750 per quarter | Included within cash total below |
| Chairman of the Board cash retainer | Q1–Q2: $7,500 per quarter; Q3–Q4: $15,000 per quarter | Included within cash total below |
| Executive Committee member retainer | $2,500 per quarter | Included within cash total below |
| Total fees earned or paid in cash (FY2025) | — | $107,500 |
| Director stock ownership guideline | 3.0x annual cash retainer; all non-employee directors in compliance at FY2025 year-end | In compliance |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Sept 11, 2024 | 704 | $85,000 | One-year vesting; granted at $120.66 prior-day close |
Equity compensation for directors is time-based RSUs; no director performance (PSU) awards are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Sector Relation to TRNS | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Jerash Holdings (US), Inc. | Apparel manufacturing; not a TRNS customer/supplier disclosed | Director (2018–2019) | None disclosed |
- Related-party transactions: None reportable in FY2025; Audit Committee oversees related-person transaction policy .
- Service on other boards cap: Directors should not serve on more than three other public company boards; oversight via NESG Committee .
Expertise & Qualifications
- Distribution and services domain expertise; executive leadership across operations, sales, and marketing in industrial markets .
- Strategic planning and M&A exposure from Zeller’s acquisition by Kaman; relevant to Transcat’s acquisitive strategy .
- Board experience as independent Chair; presides over executive sessions, contributing to board effectiveness .
Equity Ownership
| Holder | Total Beneficial Ownership | Breakdown | Ownership % |
|---|---|---|---|
| Gary J. Haseley | 40,302 | Includes 1,200 shares held by Haseley family trusts and 704 RSUs; no outstanding director stock options | <1% of outstanding shares |
- Hedging policy: Directors prohibited from hedging company stock; insider trading windows enforced .
- Pledging: No pledging disclosed for Haseley .
Governance Assessment
- Alignment: Independent Chair with long-tenured distribution/services expertise; strong independence posture as all directors except CEO are independent .
- Engagement: Board met 8 times, committees active; minimum 75% attendance met by all directors then in office .
- Compensation mix: FY2025 director pay for Haseley was $107,500 cash and $85,000 equity RSUs (approx. 56% cash / 44% equity), supporting ownership alignment via annual RSUs and stock ownership guidelines (3x cash retainer) with compliance confirmed .
- Governance signals: Board declassification and annual say-on-pay cadence; shareholder support for NEO pay was 97% at 2024 meeting, indicating broad investor confidence in compensation governance framework .
- Conflicts/Red flags: No related-party transactions disclosed; anti-hedging policy in place; concentration risk limited by separation of CEO and Chair roles even as Haseley chairs the Executive Committee (broad authority between meetings) .