Robert Mecca
About Robert L. Mecca
Independent director of Transcat since 2024; age 54. Senior Vice President of Finance at Gilead Sciences; previously SVP Finance at BeiGene (2021–2023) and senior finance leadership roles at Bristol Myers Squibb across manufacturing, commercialization, R&D, and BD; earlier career at Arthur Andersen. MBA (Finance) from Wharton; B.A. in Accounting from Loyola University Maryland; served on the board of the Emmanuel Cancer Foundation (June 2018–Dec 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences (Nasdaq: GILD) | Senior Vice President of Finance | Current | Life sciences finance leadership |
| BeiGene USA | Senior Vice President of Finance | Jul 2021–Jul 2023 | Oncology biotech finance |
| Bristol Myers Squibb | Senior finance leadership (global manufacturing, commercialization, R&D, BD) | 2010 onward (various roles) | Strategy, global ops finance |
| Arthur Andersen LLP | Technology & risk management consultant | Early career | Internal controls/assurance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emmanuel Cancer Foundation (non-profit) | Director | Jun 2018–Dec 2024 | Community service; tenure ended 2024 |
Board Governance
- Committees: Audit Committee member (Audit Committee chaired by Oksana S. Dominach; members included Charles P. Hadeed, Cynthia M. Langston, and Robert L. Mecca) .
- Independence: Board determined Mecca is independent under Nasdaq and SEC rules; all committee members meet heightened independence standards .
- Attendance and engagement: Board met 8 times in fiscal 2025; each director then in office attended at least 75% of Board/committee meetings; independent directors held regular executive sessions without management .
- Board refresh/declassification: Shareholders approved declassifying the Board in 2024 (beginning 2025, directors elected to one-year terms; full declassification by 2028), improving accountability to shareholders .
- Annual meeting attendance policy: Directors are expected to attend annual meetings; all but two attended the Sept 11, 2024 meeting .
Fixed Compensation
| Component | Fiscal 2025 Terms | Notes |
|---|---|---|
| Board cash retainer | Quarterly: $12,500 (Q1–Q2), $13,750 (Q3–Q4) | Chairman additional: $7,500 (Q1–Q2), $15,000 (Q3–Q4) |
| Committee chair retainers | Audit: $3,750 (Q1–Q2), $5,000 (Q3–Q4); Compensation: $3,750; NESG: $3,750; Technology: $3,750 (Q3–Q4) | Executive Committee member: $2,500/quarter |
| Mecca FY25 cash earned | $52,500 | Director compensation table |
Performance Compensation
| Award | Grant Date | Shares/Units | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Director RSU (annual) | Sep 11, 2024 | 704 | $85,000 (based on $120.66 closing price 9/10/2024) | One-year vest, subject to continued service |
| Director stock options (new director grant) | Jan 24, 2024 | 10,000 options | Grant at $98.88 strike | Vests ratably over 5 years; 10-year term |
| Director RSU (annual, FY26) | Sep 10, 2025 | 1,587 RSUs | Valued at grant (company policy $85k) | One-year vest; Form 4 reported award |
Notes:
- Director equity is time-based; no performance metrics tied to director awards. Anti-hedging policy prohibits hedging company equity by directors .
- 2025 Form 4 shows settlement of 704 RSUs into common stock (M-exempt) on Sep 11, 2025 .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Emmanuel Cancer Foundation | Non-profit | Director | None with Transcat’s business; tenure ended 2024 |
No other public company directorships disclosed; Board governance guidelines limit service on more than three other public boards .
Expertise & Qualifications
- Deep finance and risk management expertise across large pharma and biotech; strategic planning, M&A, and growth leadership relevant to Transcat’s life-sciences customer base .
- Audit-relevant experience; placement on Audit Committee aligns with financial oversight needs .
- Technology/risk background from Arthur Andersen supports oversight of internal controls .
Equity Ownership
| Metric | As of | Amount | Details |
|---|---|---|---|
| Total beneficial ownership | Jul 14, 2025 | 2,704 shares | Less than 1% of outstanding |
| Ownership % of shares outstanding | Jul 14, 2025 | * | “*” indicates <1%; based on 9,318,490 shares |
| Presently exercisable options | Jul 14, 2025 | 2,000 | Portion of 10,000 option grant (balance unexercisable) |
| RSUs outstanding (within 60 days) | Jul 14, 2025 | 704 | Director RSUs; one-year vest schedule |
| Pledging/Hedging | FY2025 | None disclosed; hedging prohibited | Anti-hedging policy in effect for directors |
| Ownership guideline status | FY2025 year-end | In compliance | Directors must hold 3.0× annual cash retainer; all in compliance by FY2025 |
| Ownership guideline status (FY2024) | FY2024 year-end | Not yet required | New directors, including Mecca, not yet expected to be compliant (within 5-year window) |
Governance Assessment
- Independence and oversight: Mecca is independent and serves on the Audit Committee with heightened independence compliance; combined with his life-sciences finance background, this supports robust financial oversight and risk management .
- Engagement: Board met 8 times in FY2025; directors attended ≥75% of meetings; independent directors held regular executive sessions—positive engagement and accountability signals .
- Compensation alignment: Director pay mix (cash + time-based RSUs) is standard; annual RSUs and new-director options vest over time, promoting long-term alignment without short-term performance gaming; anti-hedging policy further aligns incentives .
- Ownership alignment: Beneficial ownership includes exercisable options and RSUs; directors are subject to a 3× cash retainer ownership guideline and were in compliance by FY2025, strengthening skin-in-the-game alignment .
- Conflicts and related parties: No related party transactions disclosed for FY2025; service as an executive at Gilead (a potential industry customer) warrants ongoing monitoring, but no conflicts reported and independence affirmed—risk appears low .
Director Compensation (FY2025 Snapshot)
| Component | Mecca ($) | Notes |
|---|---|---|
| Cash fees | 52,500 | Board/committee cash retainers |
| Stock awards (RSUs) | 85,000 | 704 RSUs granted at $120.66; one-year vest |
| Option awards | — | No FY2025 option grant (new-director grant occurred FY2024) |
| Total | 137,500 | FY2025 director compensation |
Insider Trades (Form 4 Highlights)
- Jan 24, 2024: Granted 10,000 options at $98.88 as part of new director equity; 10-year term, 5-year ratable vesting .
- Sep 11, 2024: Awarded 704 RSUs under annual director grant .
- Sep 10, 2025: Awarded 1,587 RSUs under annual director grant; Sep 11, 2025 settlement of 704 RSUs into common stock (M-exempt) .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting outcomes: Mecca elected with 7,881,618 votes for; say-on-pay approved (7,842,250 for); frequency “1 Year” selected for future say-on-pay; Deloitte ratified as auditor .
RED FLAGS
- None observed in filings: no related party transactions; Section 16 filings current; independence confirmed. Monitor any future service overlaps with Gilead supplier/customer relationships, but none disclosed .