Thomas Barbato - Chief Financial Officer and Treasurer | TRANSCAT (TRNS) Executive Profile & Compensation

About Thomas Barbato

Thomas L. Barbato, age 55, is Chief Financial Officer and Treasurer of Transcat, Inc. (TRNS) since August 2022, after serving as SVP Finance from January 2022; previously CFO of IEC Electronics (2018–2021) and held finance leadership roles at Xerox (1995–2018) . Under his finance leadership, TRNS delivered FY2025 revenue of $278.0M (+7.3% YoY), adjusted EBITDA of $39.7M (+2.9% YoY), and net income of $14.5M, while diluted EPS was $1.57 . Company TSR (value of $100 initial investment) was $280.94 in FY2025 versus $420.49 in FY2024 and $337.32 in FY2023, reflecting share price declines despite profit growth .

Past Roles

Organization	Role	Years	Strategic Impact
Transcat, Inc.	CFO & Treasurer	Aug 2022–present	Finance leadership through growth and acquisitions; capital and incentive plan oversight
Transcat, Inc.	SVP Finance	Jan 2022–Aug 2022	Transitioned into CFO role, aligning finance function
IEC Electronics Corp.	Chief Financial Officer	Sep 2018–Dec 2021	Public-company CFO; led financial operations through merger into Creation Technologies
Xerox Corporation	Various finance roles incl. VP Finance, North America Ops, Pricing & Contracting COE	1995–2018 (VP 2017–2018)	Large-scale finance, pricing, contracting, and operational excellence experience

External Roles

Organization	Role	Years	Strategic Impact
IEC Electronics Corp.	Chief Financial Officer	2018–2021	Value creation via cost controls and transaction execution; merger consummation
Xerox Corporation	VP Finance, NA Ops; prior finance roles	2017–2018 (VP)	Commercial finance leadership; pricing and contracting center of excellence

Fixed Compensation

Metric	FY2023	FY2024	FY2025
Base Salary Rate ($)	$275,000	$327,330	$381,000
Target Bonus (% of Base)	40%	45%	50%
Actual Annual Bonus ($)	$114,308	$207,691	$67,266

Performance Compensation

Annual Cash Incentive – Metrics, Weighting, and Outcomes

Metric	Weight	FY2024 Performance	FY2025 Performance
Adjusted EBITDA	40%	139% of plan	78% of plan
Service Segment Gross Profit	40%	131% of plan	90% of plan
Board Assessment of Corporate Performance	20%	167%	100%

Corporate payout factors are set at 33%/100%/200% for threshold/target/maximum, interpolated between levels .

Equity Awards – Structure, Grants, and Vesting

Grant Type	Grant Date	Target Shares	Vesting Terms	Performance Metric
PSUs (FY2025 cycle)	5/21/2024	1,918	Vests after 3 years (performance and service) by Mar 27, 2027	Cumulative Adjusted EBITDA; 50%/100%/150% min/target/max
RSUs (FY2025 cycle)	5/21/2024	1,919	Time vest on Mar 27, 2027 (service)	N/A
PSUs (FY2024 cycle)	5/26/2023	1,186	Vests after 3 years by Mar 28, 2026	Cumulative Adjusted EBITDA
RSUs (FY2024 cycle)	5/26/2023	1,186	Time vest on Mar 28, 2026	N/A

Vesting schedule detail (upcoming):

RSUs: 1,186 + 2,500 vest on Mar 28, 2026; 1,919 vest on Mar 27, 2027 .
PSUs: 1,186 (FY2024 cycle) performance period ends Mar 28, 2026; 1,918 (FY2025 cycle) ends Mar 27, 2027 .

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	12,699 shares; includes 11,000 presently exercisable options (less than 1% of shares outstanding)
Options Outstanding	6,000 exercisable at $90.92 (expire 1/03/2027); 5,000 unexercisable at $63.17 (expire 5/25/2027)
Unvested RSUs (selected)	1,186 (vest 3/28/2026), 2,500 (vest 3/28/2026), 1,919 (vest 3/27/2027)
Unvested PSUs (selected)	1,186 (performance period to 3/28/2026), 1,918 (to 3/27/2027)
Ownership Guidelines	CFO required 1.5× base salary; NEOs were in compliance at FY2025 year-end (unvested RSUs count toward compliance)
Hedging/Pledging	Company prohibits hedging of company stock; proxy does not specify an anti-pledging policy

Employment Terms

Provision	Key Terms
Change-in-Control (CIC) Severance Agreement	Double trigger (CIC + qualifying termination). For CFO: 12 months of salary, bonus and benefits; immediate vesting of options/RSUs/PSUs (PSUs vest at greater of accrued or target) .
CIC Triggers (illustrative)	<50% post-merger shareholder ownership; board majority change; tender offer >25%; single holder/group >25%; transfer of substantially all assets .
Potential Payments (as of 3/29/2025, $73.38 stock)	Severance $381,000; Annual incentive $190,500; Options $51,050; PSUs $227,772; RSUs $411,295; Other benefits $10,000; Total $1,332,910 .

Compensation Structure Analysis

Year-over-year cash vs equity: Base salary increased from $327,330 (FY2024) to $381,000 (FY2025), while bonus declined ($207,691 → $67,266) due to below-target corporate outcomes, shifting realized pay more toward unvested equity .
Incentive mix: Long-term incentives split 50/50 between PSUs and RSUs; PSUs tied to cumulative Adjusted EBITDA, increasing performance linkage vs earlier EPS-based cycles .
Governance safeguards: Clawback policy and anti-hedging policy in place; no option repricing or related-party transactions reported .

Investment Implications

Pay-for-performance alignment: FY2025 bonus compression aligns with underperformance vs plan (Adj. EBITDA 78%, Service GP 90%), reducing near-term cash incentives; equity remains the primary retention lever with large vesting events in March 2026 and March 2027 .
Insider selling pressure: Concentrated RSU/PSU vesting windows (Mar 2026 and Mar 2027) could create supply from tax withholding or sales; monitor filings around vest dates and window periods .
Ownership alignment: Modest beneficial ownership (<1%) but in compliance with 1.5× salary guideline; equity-heavy incentives and PSUs tied to EBITDA support shareholder alignment .
Change-in-control economics: CFO’s CIC package is moderate (12 months) with full equity acceleration; structure incentivizes continuity without excessive golden parachutes; PSUs settle at greater of accrued or target on CIC .
Shareholder support: Strong say‑on‑pay approvals (97% in 2024) and annual frequency reaffirmed in 2025 voting, indicating investor acceptance of the program design .