Theresa Conroy
About Theresa A. Conroy
Senior Vice President, Human Resources at Transcat, Inc. (TRNS). Age 61; joined Transcat in January 2022 as Vice President of Human Resources and promoted to SVP HR in May 2023 . Fiscal 2025 company performance: revenue $278.4M (+7.3% YoY), net income $14.5M, Adjusted EBITDA $39.7M; company TSR value of $280.94 (from a $100 base, FY2021–FY2025), reflecting long-term shareholder return context during her tenure . Transcat executed two FY2025 acquisitions to expand services (Martin Calibration, Becnel Rental Tools) aiding growth and capability breadth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Transcat, Inc. | SVP, Human Resources | May 2023–present | Leads global HR for scaling services and M&A integration |
| Transcat, Inc. | VP, Human Resources | Jan 2022–May 2023 | Built HR processes as company expanded operations |
| Harter Secrest & Emery LLP | Partner (Labor, Employment, HR & Higher Education law) | 2003–Dec 2021 | Deep labor/HR legal expertise supports compliance, policy, and talent strategy |
External Roles
No public company board or external directorships disclosed for Ms. Conroy in the proxy .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $200,000 | $243,284 | $289,965 |
| All Other Compensation (401k, insurance, etc.) | $7,544 | $9,194 | $9,493 |
Performance Compensation
- Annual incentive target: 40% of base salary (NEO target schedule) .
- FY2025 earned annual incentive: $42,231 .
- Long-term equity mix: 50% RSUs and 50% PSUs; FY2025 grants of 783 RSUs (time-based) and 782 PSUs (performance-based) .
| Annual Bonus Design (FY2025) | Target | Actual Performance | Weight | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% of plan (threshold 90%, max 115%) | 78% of plan | 40% | Interpolated corporate payout factor per plan |
| Service Segment Gross Profit | 100% of plan (threshold 90%, max 115%) | 90% of plan | 40% | Interpolated corporate payout factor per plan |
| Board’s Assessment of Corporate Performance | Qualitative scorecard | 100% | 20% | Committee-assessed |
| Individual Performance (NEOs except CEO) | Defined objectives | Minimum rating ≥1 to be eligible | n/a | Multiplier subject to pool and cap |
| Long-Term Incentives (FY2025 grants) | # of Units | Vesting | Performance Detail |
|---|---|---|---|
| RSUs | 783 | Cliff vest on March 27, 2027, subject to service | Time-based only |
| PSUs | 782 | After 3-year period ending March 27, 2027, subject to service | Cumulative Adjusted EBITDA sliding scale: Min 50%, Target 100%, Max 150% of target shares |
| FY2025 Bonus Outcome | Amount |
|---|---|
| Annual Performance-Based Cash Incentive Award | $42,231 |
Equity Ownership & Alignment
- Stock ownership guideline: 1.5× base salary for Ms. Conroy; unvested RSUs count; all NEOs were in compliance at end of FY2025 .
- Anti-hedging policy in place; hedging prohibited for directors, officers, employees .
| Beneficial Ownership (as of July 14, 2025) | Shares | % of Class |
|---|---|---|
| Theresa A. Conroy | 2,836 (includes 2,000 presently exercisable options) | <1% |
| Outstanding Equity (as of March 29, 2025) | Count | Notes |
|---|---|---|
| Stock Options (unexercisable) | 2,000 | $63.17 strike, expires May 25, 2027 |
| Unvested RSUs (2023 grant) | 1,500 | Vests March 28, 2026 |
| Unvested RSUs (2022 grant) | 524 | Vests March 28, 2026 |
| Unvested RSUs (2025 grant) | 783 | Vests March 27, 2027 |
| PSUs (FY2024 performance period) | 524 | 3-year period ending March 28, 2026 |
| PSUs (FY2025 performance period) | 782 | 3-year period ending March 27, 2027 |
No pledging was disclosed in the proxy; anti-hedging policy applies to insiders .
Employment Terms
- Change-in-control (CIC) severance agreement dated December 18, 2024 (double-trigger required) .
- Salary continuation period following CIC termination: 6 months for Ms. Conroy .
- Equity acceleration: immediate vesting of stock options, RSUs; PSUs vest at greater of accrued or target upon qualifying CIC termination .
- Illustrative potential payments upon separation (assuming March 29, 2025 reference date):
- CIC termination total: $570,655; includes severance $149,500 (≈6 months of FY2025 base), annual incentive $59,800, options $20,420, PSUs $95,834, RSUs $205,978, other $5,000 .
- Clawback: recovery of incentive-based compensation upon required restatement (executives), and recovery for detrimental conduct (employees) .
- Option grant timing policy: grants made in May meeting; no timing around MNPI; no release manipulation to benefit recipients .
Company Financial Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $230,569,000 ] | $259,481,000 ] | $278,421,000 ] |
| EBITDA (USD) | $27,403,000* | $35,012,000* | $36,883,000* |
Values marked with * retrieved from S&P Global.
Fiscal 2025 operating results disclosed in proxy: total revenue $278M; net income $14.5M; Adjusted EBITDA $39.7M; service segment revenue +7% YoY; consolidated gross margin 32.1% . Pay-versus-performance table provides company TSR value $280.94 and net income $14,515K for FY2025 .
Compensation Structure Analysis
- Mix tilted to at-risk pay: cash bonus tied to corporate and individual metrics; long-term equity split between RSUs and PSUs with multi-year vesting and EBITDA-based performance hurdles .
- Peer benchmarking: FW Cook engaged; no pure peers; peer group includes Mesa Laboratories, Standex, Kaman, Powell Industries, etc.; Compensation adjustments continued in FY2025 for CEO and SVP HR based on market data .
- Governance feedback: 97% say-on-pay approval in 2024; annual advisory vote maintained .
Related Party Transactions and Risk Indicators
- No reportable related person transactions in FY2025 .
- Anti-hedging policy in place; insider trading windows and preclearance enforced .
- Auditor transition (Freed Maxick to Deloitte) with no disagreements; standard governance oversight .
Equity Ownership & Guideline Compliance
- Executive stock ownership objectives: Ms. Conroy required 1.5× base salary; all NEOs were in compliance at end of FY2025 (unvested RSUs count toward compliance) .
Investment Implications
- Alignment: PSUs tied to cumulative Adjusted EBITDA with 3-year horizon and double-trigger CIC vesting aligns incentives with sustained operating performance; ownership guideline compliance further supports alignment .
- Selling pressure: Material unvested RSUs/PSUs with vest dates in March 2026 and March 2027 suggest staggered release; CIC acceleration could pull forward supply under transaction scenarios .
- Retention risk: CIC severance for Ms. Conroy equals ~6 months base with equity acceleration—adequate but modest cash protection vs. market practice; long-dated PSU/RSU tranches provide retention through FY2027 .
- Performance linkage: Bonus structure weighting to EBITDA and service gross profit, plus PSU EBITDA thresholds, ties pay to key operating levers; recent M&A indicates continued growth vector in regulated services markets .