Oksana Dominach
About Oksana S. Dominach
Senior Vice President, Beer Finance at Constellation Brands (NYSE: STZ); independent director at Transcat since 2019; age 61; current term expires 2027. She is Audit Committee Chair, serves on the Compensation Committee and Executive Committee, and is designated the Board’s “audit committee financial expert” based on extensive finance and risk management credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Brands, Inc. | SVP, Beer Finance; Treasurer (2015–); Assistant Treasurer (2004); VP (2004); Finance Director (2003–2004) | 2003–present | Capital structure, risk management, corporate compliance leadership |
| Constellation – Marvin Sands Performing Arts Center (not-for-profit) | Treasurer and Director | N/A | Governance and financial oversight |
| Manufacturers & Traders Trust Company (M&T Bank), Rochester Division | Directors Advisory Council | N/A | Financial counsel to banking division |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| North Coast Holdings, Inc. | Director | Private | Board service; no TRNS related-party transactions disclosed |
| Lewis Tree Service, Inc. | Director | Private | Board service; no TRNS related-party transactions disclosed |
Board Governance
- Independence: The Board determined Dominach is independent under Nasdaq standards; all Audit, Compensation, and NESG Committee members meet heightened independence requirements .
- Committee assignments: Audit (Chair), Compensation, Executive; Audit Committee met 5x; Compensation 5x; Executive 4x in fiscal 2025 .
- Audit Committee Financial Expert: Formally designated based on her professional experience .
- Attendance: Board held 8 meetings in FY2025; each director attended at least 75% of Board/committee meetings. Company policy expects directors to attend annual meetings; all but two attended the September 11, 2024 meeting .
- Board leadership: CEO and Chair roles separated; independent directors hold regular executive sessions .
- Shareholder votes (signals): 2025 say-on-pay approved (7,842,250 for; 75,934 against); “1 year” frequency affirmed; size of Board fixed at nine; auditor ratification of Deloitte for FY2026 .
- Governance refresh: Board declassification approved in 2024 (beginning 2025, nominees elected to one-year terms); full declassification by 2028 .
Fixed Compensation
| Component | Detail | FY2025 Amount/Term | Notes |
|---|---|---|---|
| Board cash retainer | Quarterly board service (Q1–Q2 $12,500; Q3–Q4 $13,750) | $52,500 | Comp schedule changed mid-year |
| Audit Committee Chair fee | Quarterly (Q1–Q2 $3,750; Q3–Q4 $5,000) | $17,500 | Chair premium |
| Executive Committee member fee | Quarterly ($2,500) | $10,000 | Member fee |
| Total cash earned | Fees earned or paid in cash | $80,000 | Per director comp table |
| Director stock ownership guideline | Minimum 3.0x annual cash retainer | In compliance | All directors in compliance at FY2025 end |
On September 11, 2024, non-employee directors received RSUs valued at $85,000 (704 shares at $120.66), one-year vesting; Dominach’s FY2025 stock awards totaled $85,000 . Cash/equity mix indicates strong equity alignment (cash $80,000; equity $85,000) .
Performance Compensation
| Item | Status | Terms |
|---|---|---|
| Performance-vesting director awards | Not used | FY2025 director equity is time-vesting RSUs; no director PSUs or performance metrics disclosed |
| Options for newly elected directors | Eligible | Standard grant of 10,000 options, vest ratably over 5 years; 10-year term |
Other Directorships & Interlocks
| Company | Relationship to TRNS | Potential Interlock/Conflict |
|---|---|---|
| Constellation Brands (STZ) | Dominach is a senior finance executive | No related-party transactions with TRNS disclosed for FY2025 |
| North Coast Holdings; Lewis Tree Service | Dominach director | No related-party transactions disclosed |
| M&T Bank (Advisory Council) | Advisory role | No related-party transactions disclosed |
Related-party oversight: The Audit Committee reviews related-person transactions; no reportable related-person transactions in FY2025 .
Expertise & Qualifications
- Domain skills: Corporate finance/economics; industry experience; international operations; leadership; marketing; M&A; operations; strategic planning; technology (per Board Skills Matrix) .
- Audit Committee Financial Expert designation and risk management/capital structure expertise from Constellation Brands .
Equity Ownership
| Holder | Beneficial Ownership | Components | % of Class |
|---|---|---|---|
| Oksana S. Dominach | 14,346 shares | Includes 10,000 presently exercisable options and 704 RSUs | <1% |
- Outstanding director options: Dominach had 10,000 unexercised options outstanding as of FY2025 (non-employee director standard grants; 10-year term) .
- Anti-hedging: Directors prohibited from hedging; insider trading policy with window periods and preclearance requirements .
Insider Trades & Section 16 Compliance
| Item | Status | Citation |
|---|---|---|
| Section 16(a) filings (FY2025) | All directors/officers timely complied, except specified individuals; no late filings noted for Dominach |
Governance Assessment
-
Strengths
- Independence and Audit Chair leadership; designated financial expert enhances reporting oversight .
- Robust equity alignment: annual RSU grants and ownership guideline (3x cash retainer) with compliance achieved .
- Board process quality: executive sessions, separated CEO/Chair roles, active committee structure and charters .
- Shareholder support signals: strong say-on-pay approval and annual frequency; board size rationalized to nine to reduce compensation costs .
-
Monitoring Items
- Auditor transition to Deloitte in FY2026 under Audit Committee oversight; no disagreements reported—continue to monitor independence and audit quality .
- External roles: Senior finance position at Constellation Brands; while no related-party transactions disclosed, monitor any TRNS–Constellation commercial dealings in future proxies/8-Ks .
-
RED FLAGS
- None disclosed: No related-party transactions; no hedging allowed; attendance thresholds met; strong independence credentials .