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TRANSCAT, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 13, 2017Notice of Annual Meeting of Shareholders

The annual meeting of shareholders of Transcat, Inc. will be held at The Country Club of Rochester, located at 2935 East Avenue, Rochester, New York 14610, on Wednesday, September 13, 2017 at 12:00 pm Eastern Time for the following purposes, which are more fully described in the accompanying proxy statement:

Our boardVoting: Holders of directors has fixedTranscat, Inc. common stock at the close of business on July 19, 2017 as the record date for determining the shareholdersRecord Date are entitled to notice of andvote. Whether or not you expect to participate in the Annual Meeting, please grant a proxy to vote by one of the following procedures as promptly as possible in order to ensure your representation at the annual meeting and at any adjournment of the annual meeting.

By Order of the Board of Directors

Lee D. Rudow

President and Chief Executive Officer

Rochester, New York
July 27, 2017

Your Vote is Important.Annual Meeting. If you own your shares through a broker we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker may not vote your shares on Proposals 1 and 2.

Prior to the proposalMeeting:

By Internet*		By Smartphone or Tablet		By Telephone*		By Mail
www.proxyvote.com		Vote your shares by scanning the QR code provided on the Notice of Internet Availability or proxy card (if you request one)		1-800-690-6903		Complete, date, sign and return the proxy card mailed to you (if you request one) or voting instruction card (if sent by your nominee)

During the Meeting:

By Internet* www.virtualshareholdermeeting.com/TRNS2022
^* You will need to electprovide the three director nomineescontrol number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Voting by telephone, internet, smartphone and tablet closes on the advisory vote on executive compensation.September 6, 2022 at 11:59 p.m. Eastern Time.

		By Order of the Board of Directors
		James M. Jenkins General Counsel, Vice President of Corporate Development and Corporate Secretary
Rochester, New York July 21, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 7, 2022

Our Proxy Statement and Annual Report to Shareholders are available online at www.proxyvote.com

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS		3
PROPOSAL ONE: ELECTION OF DIRECTORS		9
PROPOSAL TWO: TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		14
PROPOSAL THREE: RATIFICATION OF SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
REPORT OF THE AUDIT COMMITTEE		16
CORPORATE GOVERNANCE		17
EXECUTIVE OFFICERS AND SENIOR MANAGEMENT		23
EXECUTIVE COMPENSATION		24
DIRECTOR COMPENSATION		32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		34
SECURITY OWNERSHIP OF MANAGEMENT		35
DELINQUENT SECTION 16(a) REPORTS		36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		36
SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING		36
OTHER MATTERS		37

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 TRANSCAT, INC.
35 Vantage Point Drive, Rochester, New York 14624

TRANSCAT, INC.PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 7, 2022

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be considered and voted upon at our annual meeting of shareholders (the “Annual Meeting”) to be held on September 7, 2022, we have summarized information contained elsewhere in this proxy statement or in our Annual Report on Form 10-K for the fiscal year ended March 26, 2022 (the “Annual Report”). This summary does not contain all of the information you should consider about Transcat, Inc. (the “Company”) and the proposals being submitted to shareholders at the Annual Meeting. We encourage you to read the entire proxy statement and Annual Report carefully before voting.

The Annual Meeting
When:		Where:		Record Date:
Wednesday, September 7, 2022 12:00 p.m. Eastern Time		Via webcast at www.virtualshareholdermeeting.com/TRNS2022		July 13, 2022

Meeting Agenda and Voting Matters
Proposal				Board Vote Recommendation		Page Reference (for more information)
1.		Election of three director nominees		FOR each nominee		9
2.		To approve, on an advisory basis, the compensation		FOR		14
of our named executive officers
3.		To ratify the selection of Freed Maxick CPAs, P.C.		FOR		15
as our independent registered public accounting firm
for the fiscal year ending March 25, 2023

Directors and Director Nominees
Name	Age	Recent Professional Experience	Committees
Craig D. Cairns*	57	President of Howe & Rusling, Inc.	__
Oksana S. Dominach*	58	Senior Vice President Finance and Treasurer of Constellation Brands, Inc.	AC, CC
Charles P. Hadeed*◆	72	Former Chairman, President and Chief Executive Officer of the Company	AC**, EC
Richard J. Harrison*	77	Vice Chairman of MDO II	CC, EC
Gary J. Haseley*	60	Chairman of Board of the Company; Retired Senior Vice President and General Manager of Kaman Automation, Control & Energy	EC**
Mbago M. Kaniki*	44	Chief Executive Officer of Adansonia Management LLC	__

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Name		Age		Recent Professional Experience		Committees
Paul D. Moore*♦		71		Retired Senior Vice President of M&T Bank Corporation		AC, CGNC**
Angela J. Panzarella*		64		Retired Chief Executive Officer of the YWCA of Rochester & Monroe County		CC**, CGNC
Lee D. Rudow		58		President and Chief Executive Officer of the Company		EC
Carl E. Sassano*		72		Partner in CSW Equity Partners, LLC		CGNC
Cynthia Langston*♦		61		Senior Vice President and Chief Information Officer at Excellus BlueCross BlueShield		__

* — Independent
♦ — Director Nominee
** — Chair
AC — Audit Committee
CC — Compensation Committee
CGNC — Corporate Governance and Nominating Committee
EC — Executive Committee

Our Business

We are a leading provider of accredited calibration services, enterprise asset management services, and value-added distributor of professional grade handheld test, measurement and control instrumentation. We are focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include FAA-regulated businesses, including aerospace and defense industrial manufacturing; energy and utilities, including oil and gas and alternative energy; and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving these proxy materials?

The board of directors (the “Board”) of Transcat, Inc.,the Company, an Ohio corporation, is solicitingproviding these proxy materials in connection with the enclosed proxysolicitation by the Board of proxies for use at the annual meeting of shareholders to be held on Wednesday, September 13, 2017 at 12:00 pm Eastern Time,Annual Meeting, or at any adjournment of the meeting, for the purposes set forth in this proxy statementstatement. The proxy materials are being made available to you on the internet, or by printed versions if requested and in the accompanying notice of annual meeting of shareholders.

Location of Annual Meetingdelivered to you by mail.

The annual meetingAnnual Meeting will be held at The Country Clubvirtually by means of Rochester, located at 2935 East Avenue, Rochester, New York 14610. Our telephone number is (585) 352-7777.a live webcast. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via the internet by visiting www.virtualshareholdermeeting.com/TRNS2022. There will not be a physical meeting location and you will not be able to attend in person. We invite you to attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. See “How do I vote?” below.

Mail DateWhat is included in these proxy materials?

These proxy materials include:

●	Our Annual Report to Shareholders for the fiscal year ended March 26, 2022 (“fiscal 2022”); and
●	Notice of 2022 Annual Meeting and Proxy Statement.

If you request and receive printed versions of Proxy Materialsthe proxy materials by mail, these proxy materials also include a proxy card.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

We are firstfollowing the “e-proxy” rules of the Securities and Exchange Commission (the “SEC”), that allow public companies to furnish proxy materials to shareholders over the internet. These rules remove the requirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and to provide online access to the proxy materials. Accordingly, we mailed the Notice of Internet Availability to our shareholders of record on or about July 21, 2022.

The Notice of Internet Availability provides instructions on how to:

●	View our proxy materials for the Annual Meeting on the internet and vote; and
●	Request a printed copy of the proxy materials.

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing thesedocuments to you and will reduce the environmental impact of printed materials.

Where can I view the proxy solicitation materials on the internet?

We are making this proxy statement and voting instructions available to shareholders on or about July 27, 2017.21, 2022 at www.proxyvote.com. We are also making our Annual Report available at the same time and by the same method. The Annual Report is not a part of the proxy solicitation materials and is not incorporated herein by reference. Our Annual Report on Form 10-K for fiscal 2022, as filed with the SEC,

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is included in the Annual Report and includes our audited consolidated financial statements, along with other information about us, which we encourage you to read.

How can I receive a printed copy of the proxy materials, including the Annual Report?

Shareholder of Record Date and Shares Outstanding. You may request a printed copy of the proxy materials by any of the following methods:

●	Telephone: call toll-free at 1-800-579-1639;
●	Internet at www.proxyvote.com; or
●	Email at sendmaterial@proxyvote.com with “Proxy Materials Transcat, Inc.” in the subject line. In the message, include your full name and address, the number located in the shaded bar on the reverse side of the Notice of Internet Availability and state that you want to receive a paper copy of current and/or future proxy materials.

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, bank or nominee.

Who can vote at the Annual Meeting?

Each holder of shares of our common stock at the close of business on July 19, 2017,13, 2022, the record date (the “Record Date”) for the annual meeting,Annual Meeting, is entitled to notice of and to vote at the annual meeting.Annual Meeting. We have one class of shares outstanding, designated common stock, $0.50 par value per share. As of the record date,Record Date, there were 7,128,2947,547,569 shares of our common stock issued and outstanding.

QuorumWhat is the quorum requirement?

A quorum is required for shareholders to conduct business at the annual meeting.Annual Meeting. According to our codeCode of regulations,Regulations, as amended, the holders of a majority of the issued and outstanding shares of our common stock present in person or by proxy at the meeting will constitute a quorum.

Vote RequiredHow many votes are needed to approve each proposal and what are the recommendations of the Board?

The table below shows the vote required to approve each of the proposals described in this proxy statement, assuming the presence of a quorum, in person or by proxy, at the annual meeting.Annual Meeting.

Proposal		Description		Vote Required		Board Recommendation
One		Election of three directorsdirector nominees		Plurality of the votes duly cast at the annual meetingAnnual Meeting		For each nominee
Two		To approve, on an advisory basis, the compensation of our named executive officers		Majority of the votes duly cast at the annual meetingAnnual Meeting (1)		For
Three		To ratify the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2018 25, 2023		Majority of the votes duly cast at the annual meetingAnnual Meeting (2)		For

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____________________

(1)		The result of the advisory vote to approve the compensation of our named executive officers is not binding on our boardthe Board or the compensation committee of directors or our compensation committee.the Board. However, our boardthe Board and ourthe compensation committee value the opinions expressed by our shareholders in their votevotes on this proposalthese proposals and will consider the outcome of thisthe vote when making future compensation decisions regarding our named executive officers.
(2)
(2)		We are presenting the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm to our shareholders for ratification. The audit committee will consider the outcome of this vote when selecting our independent registered public accounting firm for subsequent fiscal years.

RecommendationsCan I attend the Annual Meeting in person?

No. We will be hosting the Annual Meeting only by means of a live webcast. There will not be a physical meeting location and you will not be able to attend the meeting in person. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting. You will be able to listen to the Annual Meeting, submit questions and vote by going to www.virtualshareholdermeeting.com/TRNS2022. If you wish to listen to the Annual Meeting, but do not wish to submit questions or vote during the Annual Meeting, you may log in as a guest at www.virtualshareholdermeeting.com/TRNS2022.

The Annual Meeting webcast will start at 12:00 p.m., Eastern Time, on Wednesday, September 7, 2022. We encourage you to access the meeting website prior to the start time to allow time for check in. If you encounter technical difficulties accessing our Annual Meeting, a support line will be available on the login page of the virtual meeting website shortly before the beginning of the Annual Meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting.

Do I need to register to attend the Annual Meeting?

You do not need to register to attend the Annual Meeting webcast. Follow the instructions on your Notice of Internet Availability or proxy card (if you requested and received a printed copy of the proxy materials) to access the Annual Meeting.

How do I ask questions at the Annual Meeting?

If you wish to submit a question the day of the Annual Meeting you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/TRNS2022, type your question into the “Ask a Question” field and click “Submit.”

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to Annual Meeting matters and therefore will not be answered.

How do I vote?

Shareholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares of our Boardcommon stock were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of Directors

Our boardrecord. If you are a shareholder of directors recommends that shareholders vote their shares:record, there are five ways to vote:

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Whether or not you plan to attend the meeting, we urge you to vote to ensure your vote is counted. You may still attend the meeting and vote your shares if you have already voted by proxy. Only the latest vote you submit will be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank. If, on the Record Date your shares of our common stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by that organization along with a voting instruction card. As a beneficial owner, you must vote your shares in the manner prescribed by your broker, bank or nominee (“broker”). Your broker has enclosed or otherwise provided a voting instruction card for you to use in directing the broker how to vote your shares. Check the voting instruction card used by that organization to see if it offers internet or telephone voting.

Instead of directing your broker how to vote your shares, you may elect to attend the Annual Meeting and vote your shares during the meeting. Instructions on how to vote during the Annual Meeting webcast are posted at www.virtualshareholdermeeting.com/TRNS2022. Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting.

VotingHow many votes do I have?

Each shareholder is entitled to one vote for each share of common stock held as of the record date. MostRecord Date. You may either vote “FOR” or “WITHHOLD” authority to vote for our nominees for the Board in Proposal 1. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2 (advisory vote to approve the compensation of our shareholders hold their shares through a broker or other financial institution rather than directly in their own name.named executive officers) and Proposal 3 (to ratify the selection of our independent registered public accounting firm).

What happens if I do not give specific voting instructions?

Shareholder of Record. If your shares are registered in your name with our transfer agent, you are considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As a shareholder of record and you may(i) indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board, or (ii) sign and return a proxy card without giving specific voting instructions, then the named proxies will vote your shares eitherin the manner recommended by signing, dating,the Board (i.e., FOR each of the director nominees named in Proposal 1 and returning your proxy or by attending the annual meetingFOR Proposals 2 and voting3) and in person. If your shares are held throughtheir discretion with respect to any other matters properly presented for a broker or other financial institution, you are considered the beneficial owner of shares held in street name, and your broker or other financial institution is making these proxy materials available to you together with a voting instruction form. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend the annual meeting and vote in person.

If we receive a properly executed and dated proxy in time to be voted at the annual meeting, the shares represented by the proxy will be voted in accordance with the instructions given in the proxy. A properly executed proxy without specific voting instructions marked on it will be voted:

The named proxies may also vote a properly executed proxy without voting instructions marked on it for such other business as may properly come before the annual meetingAnnual Meeting or at any adjournment or postponement of the meeting.

Beneficial owners will receive voting instructions from their broker or other financial institution. Please note, however, that if your shares are held by a broker or other financial institution and you wish to vote in person at the annual meeting, you must bring to the annual meeting a legal proxy from the broker or other financial institution that gives you the right to vote your shares in person.

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Effect of Not Casting Your Vote and Broker Non-VotesBeneficial Owner

. If you hold your shares in street name and you do not provide your broker with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares in person at the annual meeting, your broker is not permitted to, and will not, vote your shares on your behalf, andAnnual Meeting, your shares will not be voted or counted on the proposalwith respect to elect directorsProposals 1 and the advisory vote on executive compensation, both of2, which are non-routine proposals. Your broker has discretionary authority to vote your uninstructed shares with respect to ratify the selection of our independent registered public accounting firm,Proposal 3, which is a routine proposal. Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker non-votes.”

We count shares subject to broker non-votes for the purpose of determining the presence of a quorum but do not count them for the purpose of the number of shares voting in the election of directors or the advisory vote on executive compensation. Thus, broker non-votes will have no effect on the outcome of these proposals.

If you are a shareholder of record and you do not cast your vote, in person or by proxy, no votes will be cast on your behalf on any of the items of business at the annual meeting.

Effect of AbstentionsWhat effect do abstentions have?

An abstention represents a shareholder’s affirmative choice to decline to vote on a proposal, other than the election of directors. Shares that abstain from voting on a proposal are counted for the purpose of determining the presence of a quorum but are not considered votes “duly cast” for a proposal. Thus, abstentions will have no effect on the outcome of the vote on the proposals requiring the approval of a plurality or a majority of votes duly cast (Proposals 1, 2 and 3), because abstentions are not counted as votes duly cast.

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RevocabilityWhat happens if I do not cast a vote and what are broker non-votes?

If you are a shareholder of Proxiesrecord and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

If you hold your shares in street name and do not provide voting instructions to your broker, your broker may still be able to vote your shares with respect to certain “discretionary” (or routine) items but will not be allowed to vote your shares with respect to certain “non-discretionary” (or non-routine) items. In the case of non-discretionary items, for which no instructions are received, the shares will be treated as “broker non-votes.” Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum. A broker will have discretionary authority to vote on Proposal 3 relating to the ratification of the selection of our independent registered public accounting firm but will not have discretionary authority to vote on any other matter. As a result, if you do not vote your street name shares, your broker has the authority to vote on your behalf with respect to Proposal 3 (the ratification of the selection of the independent registered public accounting firm), but not with respect to Proposal 1 (the election of directors) and Proposal 2 (advisory vote to approve the compensation of our named executive officers). Broker non-votes will have no effect on the outcome of Proposals 1 and 2. We encourage you to provide instructions to your broker to vote your shares on Proposals 1 and 2.

Can I change my vote or revoke my proxy?

You may change your vote by revokingor revoke your proxy at any time before it is voted at the annual meetingAnnual Meeting.

If you are a shareholder of record, you may change your vote or revoke your proxy in any one of threethe following ways:

If you hold your shares in street name, please contact your broker or other organization regarding how to revoke your instructions and change your vote. You may change your vote by submitting a later-dated vote on the internet or by telephone, if offered, or by participating in the Annual Meeting webcast and by submitting a later vote during the meeting.

SolicitationWho is paying for the solicitation of Proxiesthe proxies?

Our board of directorsThe Board is soliciting proxies for use at the annual meeting,Annual Meeting and we will bear the cost of the proxy solicitation. In addition to solicitation by mail,the posting or mailing of the proxy materials, our directors, officers and employees may solicit proxies personally, by telephone, by email or by other telecommunication.means of communication. We will not compensate any of these persons for soliciting proxies on our behalf. We will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition, we have retained Regan & Associates, Inc., a professional solicitation firm, which will assist us in delivering these proxy materials and soliciting proxies for a fee of approximately $7,000.

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How can I find out the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to Shareholders andbe filed with the SEC within four business days after the Annual Meeting.

How can I obtain a copy of the Annual Report on Form 10-K10-K?

We have enclosed our 2017 annual report to shareholders with this proxy statement. Our annual report on Form 10-K for the fiscal year ended March 25, 2017, as filed with the Securities and Exchange Commission, is included in the 2017 annual report. The 2017 annual report includes our audited consolidated financial statements, along with other information about us, which we encourage you to read.

You can obtain upon request, free of charge, an additionala copy of our Annual Report on Form 10-K for fiscal 2022 by:

You can also obtain a copy of our annual reportAnnual Report on Form 10-K for fiscal 2022 and all other reports and information that we file with, or furnish to, the Securities and Exchange CommissionSEC from the Securities and Exchange Commission’sSEC’s EDGAR database at www.sec.gov.www.sec.gov.

The information containedInformation included on our website is not a part of this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be held on September 13, 2017

As required by rules adopted by the Securities and Exchange Commission, we are making this proxy statement and our 2017 annual report to shareholders available to you online at:

www.edocumentview.com/TRNS

For directions on how to attend the annual meeting and vote in person, see the “Voting” and “Revocability of Proxies” sections above.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Our codeCode of regulationsRegulations, as amended, currently provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, only a portion of our board of directors is elected each year.

The term of three of our directors Messrs. Harrison, Haseley and Smith, will expire at this year’s annual meeting.Annual Meeting. Ms. Panzarella, a current director whose term expires this year, is not standing for re-election at the Annual Meeting.

Based on the recommendation of the corporate governance and nominating committee, we have nominated Richard J. Harrison, Gary J. HaseleyCharles P. Hadeed, Cynthia Langston and John T. Smith,Paul D. Moore, each to serve for a three-year term expiring in 2020.

The board of directors recommends that you vote FOR the election of each of Messrs. Harrison, Haseley2025 or until his or her successor is duly elected and Smith.

qualified. Unless authority to vote for one of the nominees is specifically withheld, according to the instructions on your proxy card, proxies will be voted FOR the election of Messrs. Harrison, HaseleyMr. Hadeed, Ms. Langston and Smith.Mr. Moore.

The Board recommends that you vote FOR the election of each of Mr. Hadeed, Ms. Langston and Mr. Moore.

We do not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the voting of the proxies, the persons named in the enclosed proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

The Securities and Exchange Commission’sSEC’s rules require us to briefly discuss the particular experience, qualifications, attributes or skills that led our board of directors to conclude that each director or nominee for director should serve on our board of directors. We have provided this discussion in a separate paragraph immediately below the biographical information of each director.

Nominees Proposed for Election as Directors

Mr. Hadeed served as our chairman of the Board from June 2014 until September 2020, as our executive chairman from July 2013 until June 2014, as our chief executive officer from April 2007 to July 2013, and as our president from May 2006 to September 2012. He also served as our chief operating officer from October 2004 to November 2011. Mr. Hadeed joined us in April 2002 as our vice president of finance and chief financial officer, a role he served in until May 2006. Prior to joining us, Mr. Hadeed most recently served as vice president-healthcare ventures group with Henry Schein Inc. Prior to that, he served as group vice president-operations at Del Laboratories Inc. and in various executive positions during his 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed was a director of IEC Electronics Corp., formerly a public company, from 2015 until it merged with Creation Technologies Inc. in 2021. He also has served on the board of directors of several not-for-profit organizations in the greater Rochester, New York area.

Experience and Qualifications

As our former chairman, executive chairman, chief executive officer, president, chief operating officer, and vice president of finance and chief financial officer, Mr. Hadeed provides the Board with invaluable institutional knowledge of the operations of our company, its markets and its customers. When Mr. Hadeed joined us in April 2002, our company was facing a number of critical challenges. His financial and management skills contributed to the resolution of those challenges, as well as the financial turnaround and growth the Company has experienced during his tenure with us. Mr. Hadeed continues to provide leadership for our sustained growth, profitability and financial stability.

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Ms. Langston joined Excellus BlueCross BlueShield in 2014 and has served as its senior vice president and chief information officer since July 2021, having previously served in advancing positions including most recently as senior vice president, chief analytics and data officer from July 2017 to July 2021 and vice president, Enterprise Project Delivery Organization from 2014 to July 2017. Ms. Langston is also chair of the board of directors of the YWCA of Rochester & Monroe County.

Experience and Qualifications

Ms. Langston brings to the Board extensive experience in enterprise strategy, information technology, cybersecurity and analytics across several major industries, as well as globally. Her qualifications for election to the Board include her extensive operational, technology and risk management expertise. Ms. Langston also brings deep management and leadership experience to the Board, having held several senior leadership positions during her career.

Mr. Moore retired as senior vice president of M&T Bank Corporation (NYSE: MTB), a bank holding company, in March 2014. Prior to his retirement, Mr. Moore last served as senior credit officer overseeing all corporate lending activity in the Rochester, Buffalo and Binghamton, New York markets. Additionally, Mr. Moore had credit responsibility for M&T’s automotive dealership customers throughout its Middle Atlantic markets. During his 35-year career at M&T Bank, Mr. Moore served as the commercial banking manager for the Rochester, New York market and held various commercial loan positions in Buffalo, New York.

Experience and Qualifications

Mr. Moore’s corporate banking career qualifies him to represent the interests of shareholders as a member of our Board. Over the course of his career, he extended loans to thousands of companies and was required to assess the management, products, markets and financial performance of these businesses. This process has provided Mr. Moore with a broad perspective of what makes a business successful, an insight that is invaluable to the Board, particularly as it relates to strategic planning and growth.

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Nominees Proposed for Election as Directors for a Term Expiring in 2020Whose Terms Do Not Expire at the 2022 Annual Meeting

Since November 2016, Mr. Harrison has served as Vice Chairmanvice chairman of MDO II (DealerDOCX), a document management company specializing in the retail automotive business. Mr. Harrison served as executive vice president and chief operating officer of Five Star Bank, a commercial bank, and its parent, Financial Institutions, Inc. (Nasdaq: FISI), from August 2012 until his retirement onin March 31, 2016. Mr. Harrison previously served as executive vice president and senior retail lending administrator of Five Star Bank from 2009 until 2012. From 2003 until 2009, Mr. Harrison served as senior vice president of Five Star Bank and its predecessor, The National Bank of Geneva. He continues to provide consulting services for Five Star Bank. From January 2001 through January 2003, he served as executive vice president and chief credit officer of the Savings Bank of the Finger Lakes, as well as a director from 1997 through 2000. Prior to that, he held senior executive management positions with United Auto Finance, Inc., American Credit Services, Inc. (a subsidiary of Rochester Community Savings Bank), and Security Trust Company/Security New York State Corporation (now Bank of America). Mr. Harrison also serves and has served on the board of directors or as manager of several privately-held for profit and not-for-profit entities.

Experience and Qualifications

Mr. Harrison’sHarrison brings to the Board significant experience in analyzing complex financial transactions, as well asin addition to his skills in credit, financial statement analysis and risk management, qualify him as our audit committee financial expert.management. Mr. Harrison’s work with small to medium-size businesses throughout his career in banking and finance has provided him with an understanding of business-to-business marketing and provides our boardthe Board with an understanding of the financial and business environment in which our company operates. His prior service on a publicly-traded company board also provides our boardthe Board with valuable insight.

Mr. Haseley has served as the chairman of our Board since September 2020. He served as the senior vice president and general manager of Kaman Automation, Control & Energy, a division of Kaman Corporation (NYSE: KAMN), a manufacturer in the aerospace industry and the third largest distributor in the power transmission/motion control market, until his retirement in November 2016. Prior to joining Kaman, from January 2001 to August 2012, Mr. Haseley served as president and chief executive officer of Zeller Corporation, a distributor of electrical and automation components and solutions, which Kaman acquired in 2012. From 1995 until 2001, Mr. Haseley served as Zeller’s vice president of sales. Prior to joining Zeller, Mr. Haseley held various engineering and sales positions. From May 2018 until December 2019, Mr. Haseley also servesserved on the board of directors of Genesee Regional Bank andJerash Holdings (US), Inc. (Nasdaq: JRSH). Mr. Haseley has also served on the board of several other for profit and not for profitnot-for-profit entities.

Experience and Qualifications

Mr. Haseley brings extensive knowledge in the distribution and services markets to our board.Board. His role as chief executive officer of Zeller Corporation and subsequent operational and sales roles at Kaman provide the boardBoard with valuable insights into the leveraging of two market segments similar in synergies to our industry segments.

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Mr. Smith is the chairman andKaniki has served as chief executive officer of Solü Technology Partners, a technology staffing and services provider. From 1999 until August 2015, heAdansonia Management LLC, an investment firm, since March 2013. He was chairman and chief executive officer of Brite Computers, Inc.,Alva Charge LLC, an information technology consulting firm. From 1997electric vehicle charging company, from May 2016 to 1999, he was the president of JTS Chequeout Solutions, Inc. From 1980April 2021. Mr. Kaniki worked for other investment firms from 2001 to 1997, Mr. Smith was president of JTS Computer Services, Inc. Mr. Smith serves2013. He has served on the board of directors of the Monroe Community College Foundation.for-profit and not-for-profit entities.

Experience and Qualifications

Mr. Smith brings a unique entrepreneurial creativityKaniki has had valuable experience with numerous complex transactions, including debt and equity financings, and mergers and acquisitions. His extensive leadership experience and expertise in driving business growth and transformation through effective strategic planning and execution are valuable to our board. He has founded and developed over ten information technology companies over the past 30 years that range from small, local service companies to national product and service companies to major accounts. In the process, Mr. Smith has gained extensive management, financial, banking, and technical expertise. Mr. Smith’s provocative approach to management has aided the boardBoard as the companyCompany continues to implement its acquisitive strategy and brings a different yet compelling smaller-business perspective.

Directors Whose Terms Do Not Expire at the 2017 Annual Meetinggrowth strategy.

Mr. Cairns has served as the President since May 2003 and is the majority owner of Howe & Rusling, Inc., a wealth management services company. Mr. Cairns has more than 25 years of investment experience. Mr. Cairns currently serves on the board of trustees of McQuaid Jesuit High School and is also the Chair of the Investment Committee for the Veterans’ Outreach Center.

Experience and Qualifications

Mr. Cairns brings to the Board extensive leadership experience and considerable experience with client relations, capital allocation, sales and marketing. His experience with strategic planning and execution provide us with valuable knowledge as we continue to implement our growth strategy.

Mr. Resnick hasMs. Dominach is senior vice president finance and treasurer of Constellation Brands, Inc. (NYSE: STZ), a leading international producer and marketer of beer, wine and spirits. She was elected vice president in 2004 and promoted to the senior vice president role in February 2016, and elected assistant treasurer in 2004 and promoted to treasurer in June 2015. Previously, she served as president of Janal Capital Management LLC, an investment advisory firm, since August 2004 after a 31-year career at Bausch & Lomb Incorporated. Mr. Resnick servedfinance director from 2003 to 2004. Ms. Dominach currently serves as vice president and treasurer and a member of Bausch & Lomb’s corporate strategy board until his retirement in October 2004. He also served as a memberdirector of the advisory boardnot-for-profit Board of FM Global,Constellation – Marvin Sands Performing Arts Center; a leading property insurance carrier, until his retirement. Mr. Resnick is a memberdirector of the board of directorsDirectors Advisory Council of the Visiting NurseRochester Division of Manufacturers and Traders Trust Company; a director of various Constellation subsidiaries including Ruffino S.r.l., Tenute Ruffino S.r.l. and Poderi Ducali Ruffino S.r.l.; and a director of North Coast Holdings, Inc. and Lewis Tree Service, of Rochester and Monroe County and serves, or has served, on the boards and committees of several other not-for-profit organizations in the greater Rochester, New York area. Mr. Resnick also serves as chairman of the board of ACM Medical Laboratory, a subsidiary of Rochester Regional Health, in Rochester, New York.Inc.

Experience and Qualifications

AsMs. Dominach brings to the former treasurer of Bausch & Lomb forBoard more than 1533 years of experience and presidentexpertise in financial strategy and risk management, as well as over ten years of an investment advisory firm, Mr. Resnick brings invaluable knowledge of financial instrumentsexperience participating on public and the financial markets to our boardnot-for-profit boards. Her capital structure management, risk management and corporate compliance expertise provide us with valuable insight and acumen as we continue to advance our effort to increase financial market awareness of our performance and improve our market capitalization. Mr. Resnick’s professional experience as well as his past and present service on the finance and investment committees of a diverse number of boards uniquely positions him to serve on our audit committee.growth strategy.

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Mr. Rudow joined us in November 2011 as our chief operating officer and was appointed president in September 2012. He was appointed chief executive officer effectivein July 1, 2013. From 2008 until 2011, Mr. Rudow served as vice president in various capacities for SIMCO Electronics, Inc., an independent provider of global calibration, repair and software solutions. Prior to that, from 2006 to 2008, he was president and chief executive officer of Davis Calibration, Inc., served as president and chief executive officer of its related business and predecessor, Davis Inotek Corp. from 1996 to 2006, and served as president of Davis Instruments Corp. from 1986 to 1996.

Experience and Qualifications

Mr. Rudow brings more than 2534 years of experience in both of our industry segments. He has a strong understanding of the execution needed for our current business strategy and has served in sales, sales management and operational positions at Transcat and our competitors. Mr. Rudow has worked at startups, private equity-funded and large industrial companies in our industry space. His skill set is uniquely suited for our organic and acquisitive strategic initiatives. Our customers, recently acquired companies,suppliers, employees and our board,Board recognize his experience as providing a broad set of skills in his roles as our chief executive officer and boardBoard member.

Mr. Sassano served as our chairman of the board from October 2003 until April 2007 and from May 2008 until July 2013. From April 2007 to May 2008, he served as our executive chairman of the board. Mr. Sassano became our president and chief executive officer in March 2002 and served in these roles until May 2006 and April 2007, respectively. Prior to joining us, Mr. Sassano served as president and chief operating officer of Bausch & Lomb Incorporated in 1999 and 2000. He also held positions in Bausch & Lomb as president-global vision care (1996-1999), president-contact lens division (1994-1996), group president (1993-1994), and president-Polymer Technology (1983-1992), a subsidiary of Bausch & Lomb. Mr. Sassano alsohas been a partner in CSW Equity Partners, LLC, a small private equity investment company, since 2001. Mr. Sassano serves as a directorchairman of Medifast, Inc. (NYSE: MED)the board of Voiceport LLC and served as a member ofserves on the board of directors of IEC Electronics Corp. (NYSE MKT: IEC) from 2006 through August 2012,Complemar Partners and as a trustee of Rochester Institute of Technology from 1996 through June 2013.One Stream Networks LLC.

Experience and Qualifications

Mr. Sassano’s experience in small-to-medium size divisions within Bausch & Lomb, as well as the processes associated with Bausch & Lomb’s overall corporate organization, provided Mr. Sassano with the necessary skill set to grow Transcat out of financial turmoil in 2002 and then position it on a path toward growth in the years that followed. Mr. Sassano’s leadership skills and institutional knowledge of our company, coupled with his significant corporate experience, provides our boardBoard with a strong understanding of the issues we face in our growth strategy.

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Mr. Hadeed is our chairman of the board. He served as our executive chairman from July 2013 until June 2014, as our chief executive officer from April 2007 to July 2013, and as our president from May 2006 to September 2012. He also served as our chief operating officer from October 2004 to November 2011. Mr. Hadeed joined us in April 2002 as our vice president of finance and chief financial officer, a role he served in until May 2006. Prior to joining us, Mr. Hadeed most recently served as vice president-healthcare ventures group with Henry Schein Inc. Prior to that, he served as group vice president-operations at Del Laboratories Inc. and in various executive positions during his 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed currently serves on the board of directors of IEC Electronics Corp. (NYSE MKT: IEC). He also served on the board of directors of Rochester Rehabilitation Center, Inc., Rehabilitation Enterprises, Inc., Rehabilitation Philanthropies, Inc., and Center Information Services, Inc. until March 2014.

Experience and Qualifications

As our former executive chairman, chief executive officer, president, chief operating officer, and vice president of finance and chief financial officer, Mr. Hadeed provides our board with invaluable institutional knowledge of the operations of our company, its markets and its customers. When Mr. Hadeed joined us in April 2002, our company was facing a number of critical challenges. His financial and management skills contributed to the resolution of those challenges, as well as the financial turnaround and growth the company has experienced during his tenure with us. Mr. Hadeed continues to provide leadership for our sustained growth, profitability and financial stability.

Mr. Moore retired as senior vice president of M&T Bank Corporation in March 2014. Prior to his retirement, Mr. Moore last served as senior credit officer overseeing all corporate lending activity in the Rochester, Buffalo and Binghamton, New York markets. Additionally, Mr. Moore had credit responsibility for M&T’s automotive dealership customers throughout its Middle Atlantic markets. During his 35-year career at M&T Bank, Mr. Moore served as the commercial banking manager for the Rochester, New York market and held various commercial loan positions in Buffalo, New York.

Experience and Qualifications

Mr. Moore’s corporate banking career qualifies him to represent the interests of shareholders as a member of our board. Over the course of his career, he extended loans to thousands of companies and was required to assess the management, products, markets and financial performance of these businesses. This process has provided Mr. Moore with a broad perspective of what makes a business successful, an insight that is invaluable to our board, particularly as it relates to strategic planning and growth.

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Until January 1, 2016, Ms. Panzarella was the president of ACM Medical Laboratory, Inc., a subsidiary of Rochester Regional Health, and a leading clinical and pathology laboratory in the northeastern United States and an emerging leader in global central laboratory services for clinical trials. Prior to joining ACM in 2010, Ms. Panzarella held various legal and executive positions with Bausch & Lomb Incorporated from 1988 to 2008, where she most recently served as corporate vice president- global vision care. Since 2008, Ms. Panzarella has also served as a consultant on general business matters and as an expert witness in litigation involving the contact lens industry. Prior to joining Bausch & Lomb, she was an associate at the law firm of Harris Beach & Wilcox specializing in litigation. Ms. Panzarella is a member of the board of directors of the United Way of Greater Rochester.

Experience and Qualifications

Ms. Panzarella’s experience as a chief executive officer in a regulated services industry, which is similar to the industries we serve, positions her to provide valuable insight to our board and management in implementing our calibration services growth strategy.

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PROPOSAL TWO:
TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires us to provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers (referred to as a “say-on-pay” vote). We first providedAt our 2019 annual meeting of shareholders, we recommended and our shareholders withapproved, that we hold this opportunity at our 2013 annual meeting, at which time our shareholders expressed a preference for thisnon-binding, advisory vote to occuron executive compensation on an annual basis, as recommended by our board of directors. Our board of directorsbasis. The Board subsequently adopted this preference and we are providing our shareholders with a say-on-pay vote this year. The next required vote on the frequency of the advisory vote on executive compensation will occur at our 2025 annual meeting of shareholders.

The primary goal of our compensation program is to align the interests of our named executive officers with those of our shareholders to achieve long-term growth. As detailed in the Compensation Overview“Executive Compensation” section of this proxy statement, our objectives with respect to executive compensation are to attract, motivate and retain talenteda highly-qualified and effective executive officers, promote the achievement of keymanagement team. Our compensation policies are designed to motivate our management to achieve our business objectives, and drive growth in corporate earnings by linking annual cash and long-term cash and equity incentives to thereward them for achievement, of measurable corporate and, in some cases, individual performance goals, align the incentives of our executives with the creation of value for our shareholders,to foster teamwork, to support our core values and to contribute to our long-term success. Our compensation policies for our named executive officers are designed to link pay to both performance, taking into account the level of difficulty associated with each executive’s responsibilities, and shareholder returns over the long term. To achieve these objectives, our compensation committee, in conjunction with a third-party compensation consultant, when appropriate, reviews and evaluates our executive compensation program. In addition, our executive compensation program ties a substantial portion of each executive’s overall compensation to attainment of key business and operational goals. The “Executive Compensation” section of this proxy statement, including the “Compensation Overview,” describes in detail our executive compensation program and the decisions made by our compensation committee.

We are asking our shareholders to indicate their support and approval for our named executive officer compensation as described in the “Executive Compensation” section of this proxy statement. We believe that our compensation program for our named executive officers is designed to create value for our shareholders over the long term and appropriately aligns pay with performance.

For the reasons summarized above and as discussed in more detail in the “Executive Compensation” section of this proxy statement, our board of directorsthe Board is asking our shareholders to vote for the following advisory resolution:

RESOLVED, that the compensation paid toof the company’sCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Overview, compensation tables and related narrative discussion, is hereby approved.

The say-on-pay vote is advisory and therefore it is not binding on our compensation committee or our board of directors.the Board. Nevertheless, our board of directorsthe Board and our compensation committee value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for our named executive officers.

The board of directorsBoard recommends that you vote FOR the proposal to approve, on an advisory basis, the compensation of our named executive officers.

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PROPOSAL THREE:
RATIFICATION OF SELECTION OF
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has selected Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2018.25, 2023. This selection is being presented to our shareholders for ratification at the annual meeting.Annual Meeting. The audit committee will consider the outcome of this vote in its future discussions regarding the selection of our independent registered public accounting firm.

We have been advised by Freed Maxick CPAs, P.C. that a representative will be present at the annual meetingAnnual Meeting and will be available to respond to appropriate questions. We intend to give such representative an opportunity to make a statement if he or she should so desire.

The board of directorsBoard recommends that you vote FOR the proposal to ratify the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2018.25, 2023.

Fees for Professional Services Provided by Freed Maxick CPAs, P.C.

The following table shows fees for professional services provided by Freed Maxick CPAs, P.C. during the fiscal year ended March 25, 2017, which we refer to as fiscal year 20172022 and the fiscal year ended March 26, 2016, which we refer to as 27, 2021 (“fiscal year 2016.2021”).

The executive committee acts on behalf of Contentsthe Board between regularly scheduled Board meetings and subject to certain limitations imposed by applicable legal or regulatory requirements, may exercise during such intervals, all of the powers of the Board in the management of the business, affairs and property of the Company. Subject to limitations, the executive committee is delegated all authority of the Board between meetings, other than (i) the filling of vacancies on the Board; and (ii) those matters that are specifically delegated to other Board committees or are under active review by the Board or a Board committee, unless the Board specifically determines otherwise. The executive committee may also be delegated specific actions and authority from time to time by the Board.

Director Attendance at Annual Meetings

Company policy requires all directors, absent special circumstances, to attend our annual shareholder meetings. All of our directors attended the annual meeting of shareholders held on September 7, 2016, except Mr. Haseley, who had a conflict.8, 2021.

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The Board’s Role in Risk Oversight

Our board of directorsThe Board is responsible for overseeing risks that could affect our company.the Company. This oversight is conducted primarily through the board’sBoard’s committees. The audit committee focuses on financial risks, including those that could arise from our accounting and financial reporting processes and financial statement audits. The compensation committee focuses on the management of risks arising from our compensation policies and programs. The corporate governance and nominating committee focuses on the management of risks associated with boardBoard organization, membership, and structure, as well as corporate governance.

While our boardthe Board committees are focused on these specific areas of risk, the full boardBoard retains responsibility for general risk oversight. Our boardThe Board satisfies this responsibility by reviewing periodic reports from each committee chairmanchair regarding the risk considerations within each committee’s area of expertise, as well as periodic reports to our board of directorsthe Board or the appropriate committee from the members of our senior management team who are responsible for risk management.

As part of its risk oversight responsibilities, the board of directorsBoard and its committees review the processes that senior management use to manage risk exposure. In doing so, the boardBoard and its committees review our overall risk function and senior management’s establishment of appropriate systems and processes for managing areas of material risk to our company,the Company, including, but not limited to, operational, financial, legal, regulatory, strategic, and information technology risks.

Code of Business Conduct and Ethics

We have a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting officer.officer and controller. You can find our code of business conduct and ethics on our website, Transcat.com, under the heading “Investor Relations” and the subheading “Corporate Governance.” We will provide a printed copy of our code of business conduct and ethics, without charge, to any shareholder who requests it by contacting our corporate secretaryCorporate Secretary at 35 Vantage Point Drive, Rochester, New York 14624.

We intend to post any amendments to or waivers from our code of business conduct and ethics on our website. The information contained on our website is not a part of this proxy statement.

Anti-Hedging Policy

We have an anti-hedging policy that prohibits directors, officers and employees from engaging in transactions that hedge or offset any decrease in the market value of equity securities granted as compensation.

Shareholder Communications

Shareholders may send correspondence by mail to the full board of directorsBoard or to individual directors. Shareholders should address correspondence to the board of directorsBoard or individual board membersdirectors in care of: Transcat, Inc., 35 Vantage Point Drive, Rochester, New York 14624, Attention: Corporate Secretary.

All shareholder correspondence will be compiled by our corporate secretary and forwarded as appropriate. In general, correspondence relating to corporate governance issues, long-term corporate strategy, or similar substantive matters will be forwarded to the board of directors,Board, the individual director, one of the aforementioned committees of the board,Board, or a committee member for review. Correspondence relating to ordinary business affairs or those matters more appropriately addressed by our officers or their designees will be forwarded to such persons accordingly.

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Environmental and Social Responsibility

Our business requires that we uphold high standards and trust in the integrity of our people and processes and our policies support our commitment to conducting our business in a socially and environmentally responsible way. We strive to perform to the highest level of integrity and ethics at all times. This expectation flows down to our suppliers who are expected to comply with our Supplier Code of Conduct.

We are committed to promoting social responsibility and human rights across our operations. Accordingly, we adopted a Global Human Rights Policy and Statement on Modern Slavery and Human Trafficking with which we expect our employees, supply chain partners and other business partners to comply.

We are committed to good corporate citizenship within the communities and countries in which we operate and will work to develop good relationships within, and positively impact, these communities. To that end, in addition to our Global Human Rights Policy, we also adopted a Global Policy on Conflict Minerals which is intended to support our commitment to global efforts to end human rights abuses associated with continuing violent conflicts that may be funded through the sale of certain minerals.

Our Global Environmental Policy reflects our commitment to community and to conducting business in an environmentally sustainable manner that protects our natural resources and the environment and is in compliance with all applicable environmental, health and safety obligations. We are committed to conducting our business in an environmentally responsible manner.

At the local level, we recently began participation in the United Way in Rochester, New York where we have been a corporate citizen since 1964. Our intent is to gradually foster United Way participation in each community where Transcat operates. We intend the primary focus of this initiative to be on the 20 plus communities where we have laboratories. Other initiatives under consideration include college and vocational and technical school scholarships.

Our board of directors is actively involved in fostering a worldwide, regional and local view as we continue to implement programs and policies that reflect the needs of the communities in which we operate.

The health and safety of our employees is of utmost importance to us. We conduct regular self-assessments and audits to ensure compliance with our health and safety guidelines and regulatory requirements. Our ultimate goal is to achieve a level of work-related injuries as close to zero as possible through continuous investment in our safety programs. We provide protective gear (e.g., eye protection, masks and gloves) as required by applicable standards and as appropriate given employee job duties. Additionally, in response to the COVID-19 pandemic, we invested heavily in safety measures and other initiatives to help ensure the health of our employees.

Diversity, Equity and Inclusion

We are committed to advancing diversity, equity and inclusion at all levels of the business. On the Board level, our corporate governance and nominating committee continues to emphasize diversity in its director recruitment efforts. See “Proposal 1 — Election of Directors” for more information about our directors.

On the operating level, recognizing and respecting our employees’ backgrounds and experiences, and our international presence, we strive to maintain a diverse workforce and inclusive work environment everywhere we operate. We recruit the best people for the job without regard to race, ethnicity, gender, sexual orientation or any other protected status. It is our policy to comply fully with all domestic, foreign and local non-discrimination employment laws. Our diversity and inclusion principles are also reflected in our employee training, in particular with respect to our policies against harassment and bullying and the elimination of bias in the workplace. In addition, to support our employees’ mental health and emotional well-being, all employees and their dependents worldwide have access to an Employee Assistance Program at no cost to them. This includes access to visits with mental health care providers.

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Board Diversity Matrix

The matrix below provides certain highlights of the composition of our Board as of July 21, 2022. Each of the categories listed in the matrix below has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix
(as of July 21, 2022)

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EXECUTIVE OFFICERS
AND SENIOR MANAGEMENT

We are currently served by threeour executive officers, Mr.Messrs. Rudow, Mr. TschidererDoheny and Mr. Flack,Jenkins, together with fourfive additional members of the senior management team.

Lee D. Rudow, age 53,58, is our president and chief executive officer. Additional information about Mr. Rudow can be found under “Proposal One: Election of Directors.”

Michael J. TschidererMark A. Doheny, age 57,50, has served as our chief financial officer and treasurer since November 2020 having joined usthe Company in December 2015 and is ourSeptember 2020 as vice president of finance,finance. Previously, Mr. Doheny served as the chief financial officer treasurerof Wheelabrator Technologies Inc. and corporate secretary. PriorTunnel Hill Partners, a waste-to-energy conversion company and waste disposal company, respectively, from November 2019 to joining us,June 2020. From August 2015 to November 2019, Mr. TschidererDoheny served as global controllerthe chief financial officer of Lanzatech, Inc.,Vallen Distribution, a start-up carbon-recycling company, which he joined in September 2014. From February 2014 to September 2014, Mr. Tschiderer was an independent consultant. From March 2011 to February 2014, he served as vice president, global controller and treasurerprovider of GXS Worldwide, Inc., a global cloud integration and software company, where he led a team of more than 125 employees in 15 countries.indirect industrial supplies.

Robert A. FlackJames M. Jenkins, age 47,58, joined the Company as general counsel, vice president of corporate development and corporate secretary in September 2020. Previously, Mr. Jenkins was a partner at Harter Secrest & Emery LLP, a law firm located in New York State, having joined the firm in 1989 and serving as a partner since 1997. Mr. Jenkins has served as a member of the board of directors of Lakeland Industries Inc. (Nasdaq: LAKE) since September 2016, OmniLit Acquisition Corp. (Nasdaq: OLITU) since September 2021, and Mars Acquisition Corp (Nasdaq: MARX) since August 2021.

Thomas Barbato, age 52, is our senior vice president, finance having served us in this position since January 2022. Mr. Barbato served as the chief financial officer of IEC Electronics Corp., a provider of manufacturing services for advanced technology companies and formerly a public company until it merged with Creation Technologies Inc. in October 2021, from September 2018 to December 2021. Mr. Barbato held various positions with Xerox Corporation from 2001 until 2018, most recently as Vice President of Finance, North American Operations, Pricing and Contracting Center of Excellence from January 2017 to September 2018.

Marcy Bosley, age 44, has served as our vice president of service sales and operations, a position he has held since October 2016. Previously, Mr. FlackJuly 2020, having previously served as our vice president of operations from May 2015 to October 2016, and vice president of business development from February 2014 to May 2015. From June 2013 to February 2014, Mr. Flack served as chief operating officer of ADG Creative, a strategic communications firm. From June 2012 until June 2013, Mr. Flack owned and operated Flack Consulting. From 2010 to 2012, he served assenior director of sales for us from February 2019 until such time. Ms. Bosley has 19 years of experience in the Americas at Tektronix, Inc., a subsidiary of Danaher Corporation. From 1999calibration industry. Prior to 2010, hejoining us, Ms. Bosley served in various roles for SIMCO Electronics, a varietyleading provider of executive capacities at Davis Calibration, Inc. includingcalibration and software services for test and measurement instruments used in technology organizations, from 2009 until February 2019, most recently as vice president, sales from September 2018 to February 2019, and head of operations, vice president of business development, and director of operations.North American area sales from July 2016 to September 2018.

Scott D. Deverell, age 52,57, joined us in February 2016 and is our corporate controller and principal accounting officer. Prior to joining us, Mr. Deverell served as vice president of finance and administration for Sydor Instruments, a comprehensive diagnostics solution provider, which he joined in April 2015. From 2009 to 2014, Mr. Deverell served as division president for Stewart Title Insurance Company, a title insurance underwriter. From 2006 to 2008, Mr. Deverell served as chief financial officer for Monroe Title Insurance Corporation, a subsidiary of Stewart Title.

Benjamin P. HawleyTheresa Conroy, age 60, joined us in January 2017 as our vice president of operational excellence. Previously, Mr. Hawley was president of Pierce Consulting Services, specializing in the development of infrastructure, process improvement, and architecture/system support for various business applications/environments. From 2012 to 2015, he served as vice president of strategic solutions at Solü Technology Partners and later as chief operating officer at Solü Digital. From 2006 to 2012, Mr. Hawley served as vice president of business applications and later as senior vice president of IT execution and change management at Excellus Health Plan, Inc.

Jennifer J. Nelson, age 46,58, is our vice president of human resources and has served us in this position since April 2015.January 2022. Previously, Ms. Nelson joined us in July 2012 asConroy was a partner at Harter Secrest & Emery LLP from August 2000 until January 2022 where her practice focused on labor, employment, human resources manager. Prior to joining us, Ms. Nelson served as a human resources representative at Jamestown Container, a custom-designed packaging manufacturer, from April 2011 to July 2012, and as human resources manager for Mercury Print Productions, an offset commercial printer, from April 2010 to April 2011.

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Michael W. West, age 46,51, is our vice president of marketingdistribution and inside salesmarketing having served us in this position since November 2014. From 1995 to 2014, Mr. West was a principal owner of QuestCom Inc., a marketing and advertising company, and served most recently as a marketing consultant to various direct

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mail, web and catalog clients. Mr. West worked with our marketing team, as one of his clients, for 13 years.

EXECUTIVE COMPENSATION

As a smaller reporting company under the Securities Exchange Act of 1934, as amended, we are providing the following executive and director compensation information in accordance with the scaled disclosure requirements of Regulation S-K.

Named Executive Officers

This proxy statement contains information about the compensation earned and paid to our named executive officers during fiscal year 2017.2022 and fiscal 2021. For fiscal year 2017,2022, in accordance with the executive compensation disclosure rules and regulations of the Securities and Exchange Commission for smaller reporting companies,SEC, we determined that the following officers were our named executive officers:

Compensation Overview

Overview of the Compensation Committee

The compensation committee of our board of directors is responsible for establishing, implementing and monitoring adherence to our compensation philosophy and objectives. The compensation committee’s policy is to provide a competitive total compensation package to our named executive officers. Generally, the types of compensation and benefits provided to our named executive officers are similar to those provided to our other executive officers.management team.

Compensation Philosophy and Objectives

Our compensation program is designed to attract, motivate and retain a highly qualifiedhighly-qualified and effective seniorexecutive management team. We believe that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic company goals, which are intended to align the interests of each of our named executive officersmanagement team with those of our shareholders.

The objectives of the compensation program for our named executive officers includingare to motivate them to achieve our business objectives, to reward them for achievement, to foster teamwork, to support our core values and to contribute to our long-term success. Our compensation policies for our named executive officers are designed to ensure that such programs:

Tablelink pay to both performance, taking into account the level of Contents

For fiscal year 2017, as in previous years,difficulty associated with each executive’s responsibilities, and shareholder returns over the key components of our compensation program for our named executive officers were: (1) annual base salary; (2) annual performance-based cash incentive compensation; and (3) long-term, performance-based cash and equity incentive compensation (non-performance based restricted stock or stock options may also be used in specific circumstances). The annual performance-based cash incentive compensation for our chief executive officer for fiscal year 2017 was based solely on company performance. The annual performance-based cash incentive compensation for our chief financial officer and vice president of service sales and operations was based on company and individual performance.

long term. The compensation committee’s intention is to provide a compensation programprovided to our named executive officers that remains competitive with the compensation paid to executives with similar responsibilities in publicly traded companiescomparable companies.

The key components of comparable size. The compensation committee believes that our executive compensation program for fiscal 2022 for our named executive officers were: (i) base salary; (ii) annual performance-based cash incentive compensation; (iii) long-term, performance-based restricted stock unit or cash awards; and (iv) time-based restricted stock unit awards. Stock options may also be awarded in unique circumstances. All named executive officers have stock ownership objectives they are expected to achieve.

A significant percentage of total compensation for our named executive officers is aligned with market best practices for companiesplaced at risk through annual and long-term incentives. There are established guidelines and targets regarding the allocation between annual (short-term) and long-term incentive compensation which is contingent and variable, based on company results and individual performance.

Table of our size. Specifically, our executive compensation program contains the following features:Contents

Stock Ownership Objectives

To more closely align the efforts of our named executive officers with the interests of our shareholders, we set a minimum stock ownership objective for our named executive officers. This objective encourages all executive officers, including our named executive officers to work towards acquiring and maintaining specific levels of equity ownership interests in our common stock. Under these objectives, our named executive officers are expected to be in compliance with their respective ownership objectives within five years of becoming ana named executive officer. The compensation committee and the chief executive officer monitor the progress toward achievement of stock ownership objectives and, if warranted, can make reductions in long-term compensation awards as deemed appropriate. Upon achievement of ana named executive officer’s stock ownership objective prior to the date of an award of long-term performance-based incentive compensation, the named executive officer can elect to receive cash in lieu of stock for half of such award upon attainment of the specific performance conditions.

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Mr. Rudow’s stock ownership objective is 2.5 times his base salary; Mr. Tschiderer’ssalary rate. The stock ownership objective for each of Messrs. Doheny and Jenkins is 1.5 times his base salary and Mr. Flack’srate. Unvested restricted stock ownership objective is 1.5 times his base salary. As ofunits count towards achieving this objective. At the end of fiscal year 2017,2022, Messrs. Rudow, TschidererDoheny and FlackJenkins had each achieved 82%, 18% and 21%, respectively, of his respective stock ownership objective.objectives.

Retirement Benefits

We have established certain retirement benefits for our employees, including our named executive officers, which we and the compensation committee believe are consistent with our goals of enhancing long-term performance by our employees.

Long-Term Savings and Deferred Profit Sharing Plan (our 401(k) Plan)Plan. The Long-Term Savings and Deferred Profit SharingOur 401(k) Plan is a tax-qualified defined contribution plan pursuant to which all U.S.-basedU.S. based employees, including our named executive officers, are eligible to participate. All employees are able to contribute a portion of their annual salary to the plan on a before-tax basis, subject to limitations imposed by the Internal Revenue Service. We currently match 50% of the first 6% of pay that employees contribute to the plan. All participant contributions to the plan are immediately vested and all company matching contributions vest pro rata over a three-year period. The plan contains a discretionary deferred profit sharing component, which, if made, has the same three-year vesting schedule as is applicable to company matching contributions. The amount of company matching contributions under this plan for our named executive officers is included in the “All Other Compensation” column of the 20172022 Summary Compensation Table.

Non-Qualified Deferred Compensation. Our non-qualified deferred compensation plan allows our executive officers, including our named executive officers and directors to elect to defer designated percentages or amounts of their compensation. The plan also allows the companyCompany to make discretionary contributions to the account of a plan participant, which are intended to provide the match that would have been made under our 401(k) Plan but for the limitations imposed on our 401(k) Plan under the Internal Revenue Code. The amount of company discretionary contributions under this plan for our named executive officers is included in the “All Other Compensation” column of the 20172022 Summary Compensation Table.

Post-Retirement Plan. The post-retirement benefit plan for officers is a group health plan that provides benefits to eligible retired officers and their spouses. The original effective date of the plan was December 23, 2006. Three kinds of benefits are provided under the plan: (1)(i) long-term care insurance coverage; (2)(ii) medical and dental insurance coverage; and (3)(iii) medical premium reimbursement benefits. Officers who retire from active employment with us on or after December 23, 2006 at age 55 or older with five or more years of qualifying service and who do not work in any full-time employment (30 hours or more per week) after retirement are eligible to participate in the plan. Qualifying service is described as the individual’s most recent period of continuous, uninterrupted employment with the companyCompany on or after the individual reaches age 50. Service with a business acquired by the companyCompany is not counted as qualifying service. For purposesAs of eligibilityOctober 2019, only those individuals who as of July 22, 2019 were “Retirees” as defined in the plan or who are listed on an exhibit to the plan are eligible to participate in the plan, an individual is considered an officer ifplan. No other individuals are eligible to participate in the individual has the title of vice president or higher.plan.

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20172022 Summary Compensation Table

The following table shows certain information about the compensation of our named executive officers for services rendered to us in all capacities duringour two most recently completed fiscal years 2017 and 2016.(one if the individual was not a named executive officer for 2021).