Michael Haddad
About Michael Haddad
Michael J. Haddad, age 45, is Chief Information Officer (CIO) at Transcat, Inc., serving since September 2024. He previously led US Payer and Provider segments at IQVIA, held senior IT roles at Blue Cross Blue Shield of Michigan and Advantasure (CISO), and started his career at Deloitte; he is a member of the CNBC Technology Executive Council . During fiscal 2025, Transcat delivered 7.3% revenue growth to $278 million, Adjusted EBITDA increased 2.9% to $39.7 million, and net income was $14.5 million, while pay-versus-performance disclosures highlighted a significant decline in stock price impacting compensation “actually paid” despite operational gains .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IQVIA | General Manager, US Payer & Provider Business Segments | Apr 2019–Sep 2024 | Led growth and tech-driven execution for payer/provider solutions, relevant to Transcat’s life sciences focus . |
| Independent Consultant | Advisor to executives in healthcare and IT professional services | Jun 2017–Apr 2019 | Provided strategic counsel on technology and services transformations . |
| Blue Cross Blue Shield of Michigan | Senior IT Leader | May 2011–Jan 2016 | Enterprise IT strategy and execution in regulated healthcare environments . |
| Advantasure (BCBS MI subsidiary) | Chief Information Security Officer | Apr 2016–May 2017 | Cybersecurity leadership; identity/access and data loss prevention expertise . |
| Deloitte | Senior Manager | Not disclosed | Sarbanes-Oxley compliance, enterprise application integrity, IAM, DLP expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CNBC Technology Executive Council | Member | Current | Participates in executive discussions on deploying breakthrough technologies for growth . |
Fixed Compensation
| Component | Fiscal 2025 Value | Notes |
|---|---|---|
| Base Salary Rate | $300,000 | Approved rate for fiscal 2025. |
| Base Salary Paid | $161,538 | Partial-year earnings due to Sept 2024 start. |
| Target Bonus % | 40% of base salary | CIO target under annual incentive plan. |
| Annual Bonus Paid | $21,186 | Based on corporate and individual performance. |
Performance Compensation
Annual Incentive Plan – Corporate Metrics (FY2025)
| Metric | Weight | Target Definition | Actual Performance | Payout Factor Basis |
|---|---|---|---|---|
| Adjusted EBITDA | 40% | Threshold 90%, Target 100%, Max 115% of plan | 78% (below threshold) | 0% for this metric (below threshold) . |
| Service Segment Gross Profit | 40% | Threshold 90%, Target 100%, Max 115% | 90% (threshold) | 33% factor at threshold . |
| Board Assessment of Corporate Performance | 20% | Qualitative assessment | 100% | 100% factor . |
FY2025 bonus awards reflect the blended corporate payout factor and CIO’s individual performance, yielding $21,186 for Haddad .
Long-Term Equity Awards (Granted FY2025)
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| PSUs | 5/21/2024 | 730 | $90,031 | Cliff vest after 3 years | Cumulative Adjusted EBITDA over FY2025–FY2027; 50% min, 100% target, 150% max payout; below min forfeits . |
| RSUs | 5/21/2024 | 730 | $90,031 | Vest on 3/27/2027 | Time-based; pro-rata vesting on death/disability/retirement/termination without cause including post-CIC scenarios per plan . |
Equity Ownership & Alignment
| Item | Detail | Amount/Status |
|---|---|---|
| Total Beneficial Ownership | Shares owned (direct/indirect) | — (none disclosed as of 7/14/2025) . |
| Ownership % of Outstanding | — | — (9,318,490 shares outstanding) . |
| Unvested RSUs | Units and value | 730 units; $53,567 using $73.38 closing price (3/28/2025) . |
| Unvested PSUs | Units and value | 730 units; $53,567 using $73.38 closing price (3/28/2025) . |
| Options | Exercisable / Unexercisable | None . |
| Pledging/Hedging | Policy | Anti-hedging policy prohibits hedging; no pledging disclosures noted . |
| Ownership Guidelines | Requirement & compliance | 1.5x base salary for CIO; unvested RSUs count; all NEOs in compliance at end of FY2025 . |
Employment Terms
- Role and start: CIO since September 2024 .
- Employment agreements: No individual employment agreement disclosed for Haddad in FY2025; change-in-control severance agreements exist for CEO, CFO, COO, SVP HR (not for CIO) .
- Incentive plan CIC treatment: Under the 2021 Stock Incentive Plan, upon a change-in-control, unvested equity may vest if awards aren’t substituted; PSUs valued pro-rata at target. Haddad’s modeled CIC scenario shows RSU/PSU acceleration contributing to a $1,134,117 total (as of 3/29/2025 assumptions) .
- Clawback: Company-wide clawback allows recovery of incentive comp for accounting restatements and detrimental conduct .
- Non-compete / Non-solicit / Garden Leave / Consulting: Not disclosed for Haddad.
- Section 16 compliance: One late report filed for Haddad in FY2025 .
Performance & Track Record
- Company operational outcomes in FY2025: Revenue $278M (+7.3% YoY), Adjusted EBITDA $39.7M (+2.9% YoY), Net Income $14.5M; gross margin 32.1% (-20 bps) .
- Pay-versus-performance: CAP declined in FY2025 primarily due to stock price decrease, despite higher net income and Adjusted EBITDA .
- Governance/say-on-pay: 2025 shareholder votes—Say-on-Pay For: 7,842,250; Against: 75,934; Abstain: 4,704; Broker non-votes: 542,212 .
Compensation Peer Group (Benchmarking)
- Peer set used by the Compensation Committee includes AeroVironment, Argan, CIRCOR, Cryoport, Cutera, Ducommun, Enzo Biochem, Harvard Bioscience, InfuSystem, Inogen, Kaman, LeMaitre Vascular, Ligand, Mesa Laboratories, Powell Industries, Standex, Surmodics, Twin Disc, Willis Lease Finance .
Risk Indicators & Red Flags
- Stock price sensitivity: FY2025 compensation “actually paid” fell with stock price; RSU/PSU concentration increases exposure to equity volatility .
- Insider trading administration: One late Section 16 report (administrative), not indicative of selling pressure itself .
- Hedging/pledging: Anti-hedging policy in place; no pledging disclosed .
Compensation Structure Analysis
- Mix: CIO compensation emphasizes at-risk pay via RSUs/PSUs and annual incentive; FY2025 stock awards $180,000 with three-year vesting .
- Metrics: Short-term incentives tied to Adjusted EBITDA, service gross profit, and Board assessment; long-term PSUs anchored to cumulative Adjusted EBITDA with 50–150% payout scale .
- Changes: FY2025 included alignment of base pay and targets vs peers; no out-of-step equity for CIO beyond standard PSU/RSU grants .
Equity Vesting & Potential Selling Pressure
- Near-term vesting: No vest dates before March 2027; RSUs vest 3/27/2027; PSUs vest based on FY2025–FY2027 performance with cliff vesting then .
- Implication: Limited near-term insider selling pressure from award vesting before FY2027; longer-dated equity may drive retention and alignment .
Employment Terms (Economics under Termination/CIC)
| Scenario (as of 3/29/2025) | Severance | Annual Incentive | Options | PSUs | RSUs | Other | Total |
|---|---|---|---|---|---|---|---|
| Voluntary resignation/termination | $0 | $120,000 | $0 | $0 | $10,713 | $0 | $120,000 |
| Death or disability | $0 | $120,000 | $0 | $0 | $10,713 | $0 | $130,713 |
| Retirement | $0 | $120,000 | $0 | $0 | $10,713 | $0 | $130,713 |
| Termination without cause | $0 | $120,000 | $0 | $0 | $0 | $0 | $120,000 |
| Termination in connection with change-in-control | $0 | — | $0 | $53,567 | $53,567 | $0 | $1,134,117 |
Notes: Modeled values use $73.38 closing price (3/28/2025) and plan terms; CIO has no standalone CIC severance agreement (equity acceleration governed by stock plans) .
Investment Implications
- Alignment: Three-year PSU/RSU structure with Adjusted EBITDA targets supports retention and long-term value creation; lack of near-term vesting reduces short-term selling pressure .
- Performance linkage: Annual bonuses tied to EBITDA and service gross profit align with operational efficiency; FY2025 underperformance on EBITDA reduced payouts, evidencing pay-for-performance discipline .
- Ownership: No direct share ownership disclosed as of 7/14/2025; compliance relies on unvested RSUs counting toward the 1.5x salary guideline, a softer alignment versus owned shares (watch for future accumulation upon vesting) .
- Governance signals: Strong say-on-pay support and clawback/anti-hedging policies mitigate governance risk; monitor future disclosures for any pledging or related-party transactions (none reported) .