Mbago Kaniki
About Mbago M. Kaniki
Mbago M. Kaniki (age 47) is an independent director of Transcat, Inc., serving since 2021, and currently chairs the Nominating, Environmental, Social & Governance (NESG) Committee; he also serves on the Compensation and Executive Committees . He is CEO of Adansonia Management LLC (since 2013) and formerly CEO of Alva Charge LLC (2016–2021); prior to that he held investing roles at 40 North Industries, Anchorage Capital Group, Sageview Capital, and The Carlyle Group, and earned a BA in Economics from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adansonia Management LLC | Chief Executive Officer | 2013–present | Complex transaction leadership (debt/equity, M&A) |
| Alva Charge LLC | Chief Executive Officer | 2016–2021 | Growth/strategic execution in EV charging |
| 40 North Industries | Managing Director; Head of Strategic Investments | Pre-2013 | Strategic investment leadership |
| Anchorage Capital Group | Senior Analyst | Pre-2013 | Public/private investments |
| Sageview Capital | Principal | Pre-2013 | Growth equity investing |
| The Carlyle Group | Vice President | Pre-2013 | PE investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Touch Foundation (non-profit) | Director | Active as of appointment release | Global health systems capacity |
Board Governance
- Independence: Board determined Kaniki is independent under Nasdaq and SEC rules .
- Committee assignments and activity:
- NESG Committee: Chair; 4 meetings in fiscal 2025; oversees board composition/ESG policies .
- Compensation Committee: Member; 5 meetings in fiscal 2025; oversees executive/director pay .
- Executive Committee: Member; 4 meetings in fiscal 2025; delegated board authority between meetings .
- Attendance: Board held 8 meetings in fiscal 2025; each director attended at least 75% of board and committee meetings; company policy expects directors to attend annual meetings (all but two attended 9/11/2024) .
- Board refresh and declassification: Directors now elected annually following 99% shareholder approval in 2024 to declassify board; full declassification by 2028 .
- Governance policies affecting directors:
- Corporate Governance Guidelines adopted in May; lead independent director framework if roles combine .
- Retirement policy at age 75 (with exceptions), mandatory resignation upon certain charges/infirmity .
- Service on other public boards capped at three for directors (CEO capped at one) .
Fixed Compensation (Director)
| Component | Detail | Amount/Structure | Period/Date |
|---|---|---|---|
| Cash fees (Board and committee retainers) | Total fees earned | $67,500 | Fiscal 2025 |
| Cash retainer structure | Quarterly board retainer | Q1–Q2: $12,500; Q3–Q4: $13,750 | Fiscal 2025 |
| Chair retainers | Committee chair fees | Audit Chair: $3,750→$5,000; NESG Chair: $3,750; Compensation Chair: $3,750; Technology Chair: $3,750 (Q3–Q4) | Fiscal 2025 |
| Executive Committee | Member retainer | $2,500 per quarter | Fiscal 2025 |
| Equity grant (annual) | Time-vested RSUs | $85,000 grant value; 704 RSUs (granted 9/11/2024 at $120.66/share) | 9/11/2024; vests in 1 year |
| Director compensation total | Cash + stock awards | $152,500 | Fiscal 2025 |
Performance Compensation (Director)
- Structure: Non-employee director equity is time-based RSUs; no performance-based equity metrics disclosed for directors .
- Options: Newly-elected non-employee directors are eligible for 10,000 stock options vesting ratably over 5 years with a 10-year term; Kaniki has 10,000 outstanding director options as of FY2025 .
- Vesting/terms table: | Award Type | Grant Date | Shares/Units | Vesting | Term/Notes | |---|---|---|---|---| | Annual Director RSUs | 9/11/2024 | 704 | Time-based; one-year vest | $85,000 grant value | | Director Options (initial) | At board appointment (policy) | 10,000 | Ratable over 5 years | 10-year term |
Other Directorships & Interlocks
- Public company directorships: Not disclosed beyond Transcat .
- Non-profit directorship: Touch Foundation (see External Roles) .
- Interlocks/conflicts: None disclosed; no related person transactions in fiscal 2025 .
Expertise & Qualifications
- Skills matrix highlights include leadership, strategic planning, operations, M&A, and risk management; he is flagged for extensive leadership and strategic execution experience .
- Designated NESG chair, aligning with governance oversight capability .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of 7/14/2025) | 10,593 shares | Includes 8,000 presently exercisable options and 704 RSUs |
| Ownership % of outstanding | <1% | Based on 9,318,490 shares outstanding |
| Stock ownership guidelines (directors) | 3.0x annual cash retainer | All directors in compliance at FY2025 end |
| Anti-hedging | Prohibited for directors/officers/employees | Policy in place |
Insider Trades (Form 4) – Mbago Kaniki
| Transaction Date | Filing Date | Type | Securities Transacted | Instrument | Post-Transaction Ownership | Price | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-09-10 | 2025-09-11 | Award (A) | 1,587 | RSUs | 1,587 | $0 | |
| 2025-09-11 | 2025-09-11 | M-Exempt (settlement) | 704 | Common stock from RSU vest | 2,593 | $0 | |
| 2025-09-11 | 2025-09-11 | M-Exempt (delivery) | 704 | RSUs (delivery/disposition) | 0 (for RSU item) | $0 | |
| 2024-09-06 | 2024-09-09 | M-Exempt (settlement) | 456 | Common stock from RSU vest | 1,889 | $0 | |
| 2024-09-06 | 2024-09-09 | M-Exempt (delivery) | 456 | RSUs (delivery/disposition) | 0 (for RSU item) | $0 | |
| 2024-09-11 | 2024-09-11 | Award (A) | 704 | RSUs | 704 | $0 |
Notes: Transactions reflect annual director RSU awards and subsequent vesting/settlement activity; “M-Exempt” denotes exempt transactions related to equity award settlement; post-transaction ownership reflects the “securitiesOwned” field reported in each Form 4.
Governance Assessment
- Strengths:
- Independent director with robust transaction/M&A background and leadership in investment management; NESG chair role enhances board refresh, ESG oversight, and governance processes .
- Clear independence determination; regular executive sessions; separation of Chair/CEO roles supports oversight quality .
- Director compensation mix balanced (cash + time-vested equity) with ownership guidelines at 3x cash retainer; compliance supports alignment .
- No related-party transactions reported in FY2025; no mention of late Section 16 filings for Kaniki .
- Watch items:
- Director equity is time-based; absence of performance metrics for director awards is standard but offers limited direct pay-for-performance linkage at the board level .
- Service on multiple external boards capped by policy; monitor potential workload/overboarding risk if new public company directorships arise (limit is ≤3 other boards) .
Citations:
- Director biography, committee roles, independence, meetings, and policies .
- Director compensation structure and grants .
- Beneficial ownership and outstanding instruments .
- Shares outstanding and record date .
- Related party transactions policy and disclosure .
- External biography and education .
- SEC Form 4 transaction details (insider trades) .