Michael West
About Michael West
Michael W. West, age 54, is Chief Operating Officer (COO) of Transcat since April 8, 2024, after serving as SVP of Business Operations (Apr 2023–Apr 2024) and VP of Distribution & Marketing (Nov 2014–Apr 2023); previously he was a principal owner of QuestCom Inc. (1995–2014) and a marketing consultant to direct mail, web, and catalog clients, including Transcat, for 13 years . In fiscal 2025, Transcat delivered revenue of $278M (+7.3% YoY) and Adjusted EBITDA of $39.7M (+2.9% YoY), with company TSR since fiscal 2021 translating a $100 initial investment to $280.94 by fiscal 2025; these performance outcomes underpin the pay-for-performance framework used for NEOs including West . Management credits West with architecting the successful rental business, leading the pipette business, integrating acquisitions, and driving service productivity initiatives that improved margins—signals of execution capability in operational roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Transcat | Chief Operating Officer | Apr 2024–present | Leads operations; executes productivity initiatives supporting growth and margin enhancement . |
| Transcat | SVP, Business Operations | Apr 2023–Apr 2024 | Drove service productivity enhancement initiatives; integrated acquired businesses . |
| Transcat | VP, Distribution & Marketing | Nov 2014–Apr 2023 | Architected successful rental business; led rapidly growing pipette business . |
| QuestCom Inc. | Principal Owner | 1995–2014 | Provided marketing/advertising services; acted as marketing consultant to direct mail, web, catalog clients (including Transcat) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QuestCom Inc. | Principal Owner; Marketing Consultant | 1995–2014 | Ran marketing/advertising firm; long-term marketing collaboration with Transcat . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $233,746 | $260,164 | $350,000 |
| Target Bonus (% of Base) | 40% | 40% | 40% |
| Actual Annual Bonus Paid ($) | $71,588 | $129,721 | $49,434 |
Notes:
- Appointment 8‑K confirmed COO base salary $350,000 and 40% target bonus at effective date (Apr 8, 2024) .
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | Actual FY 2025 Performance | Payout Basis | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (company) | 40% | 90% of AOP (33% payout) | 100% of AOP (100% payout) | 115% of AOP (200% payout cap) | 78% of AOP | Corporate payout factor per plan; individual multiplier applied (NEOs other than CEO) | Annual cash bonus for FY; paid after fiscal year end |
| Service Segment Gross Profit | 40% | 90% of AOP (33% payout) | 100% of AOP (100% payout) | 115% of AOP (200% payout cap) | 90% of AOP | As above | As above |
| Board Assessment of Corporate Performance | 20% | Not applicable | Not applicable | Not applicable | 100% | As above | As above |
NEO FY 2025 cash incentive awards:
- Michael West: $49,434 .
Equity Compensation
| Grant Type | Grant Date | Shares Granted | Vesting Terms | Performance Metric | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs (annual) | May 21, 2024 | 916 | Vest Mar 27, 2027, subject to continued service; pro‑rata vesting upon death/disability/retirement/termination without cause (including following CIC) | Time-based | $113,694 |
| PSUs (annual) | May 21, 2024 | Target 916; thr/target/max: 458/916/1,374 | 3‑yr performance period ending Mar 27, 2027; linear vesting 50%/100%/150% against cumulative Adjusted EBITDA; service condition; pro‑rata vesting in certain cases | Cumulative Adjusted EBITDA (company) | $113,694 |
| RSUs (one‑time, promotion) | Apr 11, 2024 | 2,000 | Vest Apr 11, 2027; service condition; pro‑rata vesting in certain cases | Time-based | $214,260 |
Outstanding awards at Mar 29, 2025 (unvested/unearned):
- RSUs: 725 (vest Mar 28, 2026), 1,000 (vest Mar 28, 2026), 2,000 (vest Apr 11, 2027), 916 (vest Mar 27, 2027) .
- PSUs (unearned): 725 (3‑yr period ending Mar 28, 2026), 916 (3‑yr period ending Mar 27, 2027) .
- Options: none held by West .
Stock vested in FY 2025:
- Shares vested: 2,204; value realized: $228,974 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Jul 14, 2025) | 25,479 shares; <1% of outstanding |
| Stock Ownership Guideline | 1.5× base salary for West; unvested RSUs count toward compliance |
| Compliance Status | All NEOs compliant at FY 2025 year-end |
| Pledging/Hedging | Company prohibits hedging; no pledging disclosed for West |
| Options (Exercisable/Unexercisable) | None |
Employment Terms
| Provision | Details |
|---|---|
| Change-in-Control (CIC) Severance | Double-trigger: requires CIC and qualifying termination; West entitled to 12 months salary continuation post-termination; outstanding stock options, RSUs, PSUs immediately vest (PSUs at greater of accrued or target) upon qualifying CIC termination; vested options remain exercisable for remainder of term . |
| Potential Payments (as of Mar 29, 2025) | CIC termination total: $1,422,976 comprising Severance $350,000; Annual Incentive $140,000; PSUs $120,417; RSUs $340,557; Other Benefits $10,000 . |
| Other Separation Scenarios | Death/Disability/Retirement: RSUs/PSUs pro‑rata vesting per months completed; termination without cause (non‑CIC) shows no equity vesting; cash incentive reflects earned amounts . |
| Employment Agreement | Company disclosed CIC severance agreements executed Dec 18, 2024 for CEO Rudow, CFO Barbato, COO West, and SVP HR Conroy; West’s term is 12 months . |
Additional Signals and Governance
- Section 16 compliance: West filed two late reports (one transaction) in fiscal 2025; company otherwise reported timely compliance for directors and officers .
- Say-on-Pay: 2025 approval (For 7,842,250; Against 75,934; Abstain 4,704; broker non-votes 542,212) and annual frequency affirmed by shareholders; Board adopted annual votes .
- Compensation peer group and alignment: Committee uses FW Cook peer group; West’s compensation increased with promotion to align with peer median; one-time RSU award granted on promotion .
Investment Implications
- Alignment and retention: West’s mix skews to at-risk pay (PSUs linked to cumulative Adjusted EBITDA) with meaningful unvested equity through Mar/Apr 2027, encouraging multi-year operational execution and retention; guideline compliance and anti-hedging indicate alignment .
- Vesting/selling pressure: Large RSU/PSU vesting events Mar 2026, Mar 2027, and Apr 2027 could create episodic selling pressure; monitor Form 4 activity around these dates .
- CIC terms: A double-trigger CIC regime with 12 months salary continuation and accelerated vesting provides downside protection but limits golden parachute scale; not overly generous relative to peers—reduces agency risk while preserving deal flexibility .
- Execution risk: Company FY 2025 EBITDA undershot plan (78% of AOP) affecting bonus outcomes; continued performance dependence on service margin and acquisition integration—areas where West’s track record is strong per CEO commentary .
- Governance watchlist: Minor Section 16 lateness is a small red flag; overall shareholder support for pay is robust (say‑on‑pay approved; annual frequency) .