Kristina Johnston
About Kristina Johnston
Kristina Johnston, age 48, was appointed Principal Accounting Officer of Transcat, Inc. effective September 10, 2025, after serving as Company Controller since June 2025 during a transition period . She previously served as CFO of Vintage Wine Estates, Inc. (Mar 2022–Dec 2025) and as Vice President, Finance Lead at Constellation Brands, Inc. (2018–2022), with 17 years in accounting and finance leadership (public-company reporting, finance processes, budgeting, forecasting) . Transcat’s recent performance context: FY2025 revenue $278M (+7.3% YoY), Adjusted EBITDA $39.7M (+2.9% YoY), and net income $14.5M (+$0.8M YoY), with gross margin 32.1% . Longer-run pay-versus-performance data show cumulative TSR rising from $185.21 (FY2021 baseline $100) to $420.49 (FY2024), alongside Net Income and Adjusted EBITDA expansion (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Transcat, Inc. | Controller | Jun 2025–Sep 2025 | Led transition of principal accounting duties; supported public-company reporting and internal controls . |
| Vintage Wine Estates, Inc. | Chief Financial Officer | Mar 2022–Dec 2025 | Oversaw public company reporting, finance processes, budgeting, forecasting . |
| Constellation Brands, Inc. | Vice President, Finance Lead | 2018–2022 | Led finance initiatives; advanced reporting and budgeting capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vintage Wine Estates, Inc. | Chief Financial Officer | Mar 2022–Dec 2025 | Public company CFO experience; emphasis on reporting and forecasting . |
| Constellation Brands, Inc. | Vice President, Finance Lead | 2018–2022 | Senior finance leadership in large-cap consumer firm . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $250,000 | Annual rate effective with appointment as Principal Accounting Officer . |
| Target Bonus % | 30% of base salary | Annual performance-based cash incentive; based on corporate and individual goals . |
| Target Long‑Term Equity Incentive | 25% of base salary | Eligible for target LTI opportunity per Company program . |
| Benefits | Company standard benefit programs | Eligible under standard plans . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Corporate and individual goals | Not disclosed for FY2026; Company plan uses multiple metrics . | 30% of base salary | Not disclosed | Not disclosed | Cash (annual) . |
| Company Plan Reference (FY2024) | Adjusted EBITDA | 40% | Annual operating plan thresholds/targets/maximums | 139% of plan | Corporate payout factor per plan | Annual . |
| Company Plan Reference (FY2024) | Service Segment Gross Profit | 40% | As above | 131% of plan | Corporate payout factor per plan | Annual . |
| Company Plan Reference (FY2024) | Board’s Assessment of Corporate Performance | 20% | As above | 167% of plan | Corporate payout factor per plan | Annual . |
| Long‑Term Equity – PSUs (Company design) | Cumulative Adjusted EBITDA | Not disclosed for Johnston | Company grants sized as % of salary | Not disclosed | Not disclosed | 3‑year performance period ending Mar 27, 2027; vest subject to performance and continued employment, with certain pro‑rata vesting on death/disability/CIC terminations . |
| Long‑Term Equity – RSUs (Company design) | Time‑based | Not disclosed for Johnston | Company grants sized as % of salary | Not disclosed | Not disclosed | Time‑vest on Mar 27, 2027 (or Apr 11, 2027 for specified grants), subject to continued service and pro‑rata vesting on certain terminations . |
Notes:
- Company’s annual plan payout curve: Threshold 90% → 33% payout factor; Target 100% → 100%; Maximum 115% → 200% .
- FY2025 “most important” performance measures: Adjusted EBITDA and Service Segment Gross Profit (plus non‑financial Board assessment) .
Equity Ownership & Alignment
- Stock ownership guidelines (NEOs): CEO 2.5x base salary; other NEOs 1.5x base salary; unvested RSUs count; all NEOs in compliance at end of FY2025 .
- Anti‑hedging: Prohibits hedging transactions by directors, officers, employees .
- Clawback: Recoupment of erroneously awarded incentive‑based compensation on restatements; recovery for detrimental conduct across performance‑ and time‑vesting equity and cash incentives .
- Related party transactions: None for Ms. Johnston; no arrangements or family relationships disclosed; no Item 404(a) transactions proposed .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Effective Date | Sep 10, 2025 . |
| Title | Principal Accounting Officer (previously Controller since Jun 2025) . |
| Age | 48 . |
| Base Salary | $250,000 . |
| Target Annual Bonus | 30% of base salary; corporate and individual goals . |
| Target LTI Opportunity | 25% of base salary . |
| Severance / Change‑of‑Control | Not disclosed for Ms. Johnston; Company discloses CIC payout estimates for NEOs in proxy, but Johnston not included . |
| Clawback / Hedging | Clawback and anti‑hedging policies in place . |
| Related Parties / Arrangements | None; no family relationships; no Item 404(a) transactions . |
Performance & Track Record (Company Context)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Company TSR – Value of $100 Investment | $185.21 | $306.19 | $337.32 | $420.49 |
| Peer Group TSR – Value of $100 Investment | $165.93 | $195.02 | $174.48 | $181.83 |
| Net Income ($000s) | $7,791 | $11,380 | $10,688 | $13,647 |
| Adjusted EBITDA ($000s) | $20,575 | $26,307 | $30,421 | $38,613 |
Additional FY2025 results: Revenue $278M; Service segment revenue $181M; consolidated gross profit $89.5M (32.1% margin); net income $14.5M; Adjusted EBITDA $39.7M .
Compensation Committee & Benchmarking
- Compensation Consultant: FW Cook engaged; Committee assessed independence and found no conflicts .
- Peer Group (FY2024 benchmarking): Diverse set across industrials/life sciences tools, etc. (e.g., AeroVironment, Cryoport, Mesa Laboratories, Standex, Surmodics, etc.) .
- Target award opportunities: Set as % of base salary by role; plan mix emphasizes at‑risk compensation (annual cash and long‑term equity) .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay approval: 98% support for NEO compensation program; annual frequency adopted until next vote in 2025 .
Risk Indicators & Red Flags
- Clawback in place; anti‑hedging policy; stock option grant timing policy overseen by the Compensation Committee to avoid MNPI timing .
- No related party transactions or family relationships disclosed for Ms. Johnston .
- Pledging not disclosed; no tax gross‑ups disclosed for executives; standard benefits and perquisites detailed for NEOs (401k match, insurance, etc.) .
Investment Implications
- Alignment: Johnston’s pay structure (30% target bonus; 25% target LTI) ties compensation to corporate and individual performance under a plan historically driven by Adjusted EBITDA and Service Segment Gross Profit, reinforcing pay‑for‑performance linkage .
- Vesting dynamics: Company PSUs vest over three years on cumulative Adjusted EBITDA; RSUs time‑vest in 2027 for recent grants, implying limited near‑term insider selling pressure from her awards absent disclosed grants and amounts .
- Governance: Strong policies (clawback, anti‑hedging, stock ownership objectives) and high say‑on‑pay support suggest robust compensation governance and lower misalignment risk .
- Execution/retention: Recent appointment and public‑company CFO experience may enhance reporting rigor; severance/CIC terms for Johnston are not disclosed, limiting visibility into retention economics and potential change‑of‑control payouts .