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

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.

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ii* — 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

TRANSCAT, INC.
PROXY STATEMENTWhy am I receiving these proxy materials?

The board of directors (the “Board”) of Transcat, Inc.,the Company, an Ohio corporation, is providing these proxy materials in connection with the solicitation by our board of directorsthe Board of proxies for use at the annual meeting of shareholders to be held on Wednesday, September 11, 2019 at 12:00 p.m. (Eastern Time),Annual Meeting, or at any adjournment of the meeting, for the purposes set forth in this proxy statement. The proxy materials are being made available to you on the internet, or by printed versions if requested and delivered to you by mail.

Location ofThe Annual Meeting

The annual meeting will be conducted as a virtual meeting of shareholdersheld virtually by means of a live webcast. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location. By visiting www.virtualshareholdermeeting.com/TRNS2019, youYou will be able to attend the annual meeting,Annual Meeting, vote your shares and submit your questions during the meeting via the internet.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 meetingAnnual 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. Instead, you may vote by internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, you may also vote by completing and mailing your proxy card.See “How do I vote?” below.

Proxy MaterialsWhat is included in these proxy materials?

These proxy materials include:

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

Notice and AccessWhy did I receive a one-page notice in the mail regarding the internet availability of Proxy Materialsproxy materials instead of a full set of proxy materials?

We are following the “e-proxy” rules of the Securities and Exchange Commission’s “e-proxy” rulesCommission (the “SEC”), that allow publiccompaniespublic companies to furnish proxy materials to shareholders over the internet. The “e-proxy”These rules remove therequirementthe 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 ProxyMaterialsProxy Materials (the “Notice of Internet Availability”) and to provide online access to the documents.Accordingly,proxy materials. Accordingly, we mailed the Notice of Internet Availability to our shareholders of record on or about July 25, 2019.21, 2022.

The Notice of Internet Availability provides instructions on how to:

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

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Viewing Proxy MaterialsWhere can I view the proxy materials on the Internetinternet?

We are making this proxy statement and voting instructions available to shareholders on or about July 25, 201921, 2022 at www.proxyvote.com. We are also making our 2019 Annual Report to Shareholders available at the same time and by the same method. The 2019 Annual Report to Shareholders 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 2019,2022, as filed with the Securities and Exchange Commission, SEC,

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is included in the 2019 Annual Report to Shareholders and includes our audited consolidated financial statements, along with other information about us, which we encourage you to read.

How to Receivecan I receive a Printed Copyprinted copy of the Proxy Materialsproxy materials, including the Annual Report?

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

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.

Record Date and Shares OutstandingWho can vote at the Annual Meeting?

Each holder of shares of our common stock at the close of business on July 17, 2019,13, 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 7,304,8477,547,569 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 Code of 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.

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Recommendations of our Board of DirectorsCan I attend the Annual Meeting in person?

Our board of directors recommends that shareholders vote their shares:

The Virtual Meeting

No. We will be hosting the annual meetingAnnual 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. By going to www.virtualshareholdermeeting.com/TRNS2019, youYou will be able to listen to the annual meeting,Annual Meeting, submit questions and vote.vote by going to www.virtualshareholdermeeting.com/TRNS2022. If you wish to listen to the annual meeting,Annual Meeting, but do not wish to submit questions or vote during the annual meeting,Annual Meeting, you may go to www.virtualshareholdermeeting.com/TRNS2019 and log in as a guest.guest at www.virtualshareholdermeeting.com/TRNS2022.

The annual meetingAnnual Meeting webcast will start at 12:00 p.m. (Eastern Time), Eastern Time, on Wednesday, September 11, 2019.7, 2022. We encourage you to access the meeting website prior to the start time to allow time for check in. If you encounter any technical difficulties withaccessing our Annual Meeting, a support line will be available on the login page of the virtual meeting platform onwebsite shortly before the meeting day, please call (585) 360-0860 for our technical support.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 meetingAnnual 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.Annual Meeting.

Procedures for Asking QuestionsHow do I ask questions at the Annual MeetingMeeting?

If you wish to submit a question the day of the annual meetingAnnual Meeting you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/TRNS2019,TRNS2022, type your question into the “Ask a Question” field and click “Submit.”

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

Procedures for Voting at the Annual MeetingHow do I vote?

The procedures for voting are set forth below:

Shareholder of Record: Shares Registered in Your Name.If, on July 17, 2019,the Record Date, your shares of our common stock were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of record. If you are a shareholder of record, there are fourfive 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 July 17, 2019,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 meetingAnnual Meeting and vote your shares during the meeting. Instructions on how to vote during the annual meetingAnnual Meeting webcast are posted at www.virtualshareholdermeeting.com/TRNS2019.TRNS2022. Votes submitted during the annual meetingAnnual Meeting must be received no later than the closing of the polls at the annual meeting.Annual Meeting.

VotesHow many votes do I have?

Each shareholder is entitled to one vote for each share of common stock held as of July 17, 2019, the record date for the meeting.YouRecord Date. You may either vote “FOR” or “WITHHOLD” authority to vote for our nominees for the board of directorsBoard in Proposal 1. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2 (to fix the number of directors at ten), Proposal 3 (advisory vote to approve the compensation of our named executive officers), and Proposal 53 (to ratify the selection of our independent registered public accounting firm). You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” on Proposal4 (advisory vote to determine the frequency of future advisory votes on the compensation of our named executive officers).

Voting in the Event No Specific Instructions are GivenWhat happens if I do not give specific voting instructions?

Shareholder of Record. If you are a shareholder of record and you (i) indicatewhenindicate when voting on the internet or by telephone that you wish to vote as recommended by our board,the Board, or (ii) sign and return a proxy card without giving specific voting instructions, then the named proxies will vote your shares in the manner recommended by our boardthe Board (i.e., FOR each of the director nominees named in Proposal 1 and FOR Proposals 2 3 and 5, and for ONE YEAR in Proposal 4)3) and in their discretion with respect to any other matters properly presented for a vote at the annual meetingAnnual Meeting or at any adjournment or postponement of the meeting.

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Beneficial Owner. If you do not provide your broker with specific voting instructions, or if you do not vote the shares at the annual meeting,Annual Meeting, your shares will not be voted or counted with respect to Proposals 1 2, 3 and 4,2, which are non-routine proposals. Your broker has discretionary authority to vote your uninstructed shares with respect to Proposal 5,3, which is a routine proposal.

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 ofdeterminingof determining the presence of a quorum but are not considered votes “duly cast” for a proposal.Thus,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, 3, 42 and 5)3), because abstentions are not counted as votes duly cast. Abstentions will count as votes against Proposal 2 because approval

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What happens if I do not cast a vote of a majority of the shares whichand what are represented at the meeting.

Effect of Not Casting Your Vote and Broker Non-Votesbroker non-votes?

If you are a shareholder of record 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.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 yoursharesyour 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 (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 meetingAnnual Meeting for the purpose of determining a quorum. A broker will have discretionary authority to vote on Proposal 53 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 53 (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 (to fix the number of directors at ten), Proposal 3 (advisory vote to approve the compensation paid to our named executive officers), and Proposal 4 (advisory vote to determine the frequency of future advisory votes on the compensation of our named executive officers). Broker non-votes will have no effect on the outcome of Proposals 1 3 and 4, however, broker non-votes will count as a vote against Proposal 2. We encourage you to provide instructions to your broker to vote your shares on Proposals 1 2, 3 and 4.2.

Revocability of ProxiesCan I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the annual meeting.Annual Meeting.

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

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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 meetingAnnual 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 the posting or mailing of the proxy materials, our directors, officers and employees may solicit proxies personally, by telephone, by email or by other 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 the proxy materials and soliciting proxies for a fee

Table of approximately $10,000.Contents

Voting ResultsHow can I find out the voting results of the Annual Meeting?

Preliminary voting results will be announced at the annual meeting.Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the Securities and Exchange CommissionSEC within four business days after the annual meeting.Annual Meeting.

CopyHow can I obtain a copy of ourthe Annual Report on Form 10-K10-K?

You can obtain upon request, free of charge, a copy of our Annual Report on Form 10-K for fiscal 20192022 by:

You can also obtain a copy of our Annual Report on Form 10-K for fiscal 20192022 and all other reports and information that we file with, or furnish to, the Securities and Exchange CommissionSEC from theSecurities and Exchange Commission’sthe SEC’s EDGAR database atwww.sec.govat www.sec.gov.

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

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Our Code of Regulations, 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 Mr. Hadeed, Mr. Moore and Ms. Panzarella,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 Charles P. Hadeed, Cynthia Langston and Paul D. Moore, and Angela J. Panzarella, each to serve for a three-year term expiring in 2022.2025 or until his or her successor is duly elected and qualified. Unless authority to vote for one of the nominees is specifically withheld, proxies will be voted FOR the election of Mr. Hadeed, Ms. Langston and Mr. Moore and Ms. Panzarella.Moore.

The board of directorsBoard recommends that you vote FOR the election of each of Mr. Hadeed, Ms. Langston and Mr. Moore and Ms. Panzarella.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 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 for a Term Expiring in 2022

Mr. Hadeed isserved as our chairman of the board. He servedBoard 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 currently serves on the board of directorswas a director of IEC Electronics Corp. (NYSE American: IEC)., 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 our boardthe Board with invaluable institutional knowledge of the operations of our company, its markets and its customers. When Mr.HadeedMr. 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 MiddleAtlanticMiddle 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 amembera member of our board.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,the Board, particularly as it relates to strategic planning and growth.

Ms. Panzarella is the chief executive officer of the YWCA of Rochester & Monroe County, a non-profit organization dedicated to eliminating racism and empowering women. She served as the interim chief executive officer of that organization from June 2018, until she was appointed as full-time chief executive officer in December 2018. From July 2017 until June 2018, Ms. Panzarella was a business consultant to the United Way of Greater Rochester, a non-profit organization dedicated to serving the Greater Rochester community. From November 2010 through January 2016, Ms. Panzarella was the President of ACM Medical Laboratory, Inc.(“ACM”), a clinical and global central laboratory that is a subsidiary of Rochester Regional Health System. Prior to joining ACM in 2010, Ms. Panzarella held various legal and executive positions with Bausch & Lomb Incorporated over her twenty-year career with the company, including her most recent role as corporate vice president-global vision care. Prior to joining Bausch & Lomb, she was an associate attorney at the law firm of Harris Beach, specializing in litigation. She is a member of the board of directors of UR Medicine Home Care.

Experience and Qualifications

Ms. Panzarella’s experience as a chief executive officer in a regulated services industry, which issimilar 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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Directors Whose Terms Do Not Expire at the 20192022 Annual Meeting

Since November 2016, Mr. Harrison has served as vice 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:(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.Mr.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 andsolutions,and solutions, which Kaman acquired in 2012. From 1995 until 2001, Mr. Haseley served as Zeller’sviceZeller’s vice president of sales. Prior to joining Zeller, Mr. Haseley held various engineering and sales positions.Sincepositions. From May 2018 until December 2019, Mr. Haseley has served on the board of directors of Jerash Holdings (US), Inc. (NASDAQ:(Nasdaq: JRSH). Mr. Haseley has also served on the board of several other for profit and not-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. Kaniki has served as chief executive officer of Adansonia Management LLC, an investment firm, since March 2013. He was chief executive officer of Alva Charge LLC, an electric vehicle charging company, from May 2016 to April 2021. Mr. Kaniki worked for other investment firms from 2001 to 2013. He has served on the board of directors of for-profit and not-for-profit entities.

Experience and Qualifications

Mr. Kaniki 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 the Board as the Company continues to implement its growth 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. SmithMs. 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 chairmansenior vice president role in February 2016, and chief executive officer of Solü Technology Partners, a technology staffingelected assistant treasurer in 2004 and services provider, having been with Solü since January 1995. From 1999 until August 2015, he was chairmanpromoted to treasurer in June 2015. Previously, she served as finance director from 2003 to 2004. Ms. Dominach currently serves as treasurer and chief executive officer of Brite Computers, Inc., an information technology consulting firm. From 1997 to 1999, he was the president of JTS Chequeout Solutions, Inc. From 1980 to 1997, Mr. Smith was president of JTS Computer Services, Inc. Mr. Smith serves on the board of directorsdirector of the Monroe Community College Foundation.not-for-profit Board of Constellation – Marvin Sands Performing Arts Center; a director of the Directors Advisory Council of the Rochester 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, Inc.

Experience and Qualifications

Mr. SmithMs. Dominach brings a unique entrepreneurial creativity to our board. He has foundedthe Board more than 33 years of experience and developedexpertise in financial strategy and risk management, as well as over ten information technology companies over the past 30 years that range from small, local service companies to national productof experience participating on public and service companies to major accounts. In the process, Mr. Smith has gained extensivenot-for-profit boards. Her capital structure management, financial, banking,risk management and technical expertise. Mr. Smith’s provocativeapproach to management has aided the board as the Company continues its acquisitive strategycorporate compliance expertise provide us with valuable insight and brings a different yet compelling smaller-business perspective.

Mr. Resnick has served as president of Janal Capital Management LLC, an investment advisory firm, since August 2004 after a 31-year career at Bausch & Lomb Incorporated, an eye health products company. Mr. Resnick served as vice president and treasurer and a member of Bausch & Lomb’scorporate strategy board until his retirement in October 2004. He also served as a member of the advisory board of FM Global, a leading property insurance carrier, until his retirement. Mr. Resnick is a member of the board of directors of the University of Rochester Medicine - Home Care, an affiliate of the University of Rochester Medical Center, and serves, or has served, on the boards and committees of several other not-for-profit organizations in the greater Rochester, New York area.

Experience and Qualifications

As the former treasurer of Bausch & Lomb for more than 15 years and president of an investment advisory firm, Mr. Resnick brings invaluable knowledge of financial instruments and the financial markets to our boardacumen as we continue to advance our effort to increase financial market awareness of our performance and improve our market capitalization.Mr. Resnick’s professionalexperience as well as his past and present service on the finance, audit 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 3234 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, suppliers, employees and our boardBoard 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 has been a partner in CSW Equity Partners, LLC, a small private equity investment company, since 2001. Mr. Sassano also serves as a director of Medifast, Inc. (NYSE: MED) and served as a member of the board of directors of IEC Electronics Corp. (NYSE American: IEC) from 2006 through August 2012, and as a trustee of Rochester Institute of Technology from 1996 through June 2013. Mr. Sassano serves as chairman of the board of Voiceport LLC and serves on the board of directors of Complemar Partners and One Stream Networks LLC.

Experience and Qualifications

Mr. Sassano’s experience in small-to-medium size divisions within Bausch & Lomb, as well as theprocessesthe processes associated with Bausch & Lomb’s overall corporate organization, provided Mr. SassanowithSassano with the necessary skill set to grow Transcat out of financial turmoil in 2002 and then position it on apatha path toward growth in the years that followed. Mr. Sassano’s leadership skills andinstitutionaland 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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PROPOSAL TWO:
TO FIX THE NUMBER OF DIRECTORS AT TEN

Article II, Section 1 of our Code of Regulations, as amended (or by-laws), dealing with the size of our board of directors, currently provides that the board will consist of such number of directors, not less than three nor more than 12, as may be fixed from time to time by a majority vote of the shares which are represented at a meeting of shareholders. Currently, the size of the board of directors is fixed at nine directors.

The board of directors believes that it is in the best interest of the Company and its shareholders to increase the size of the board of directors by one to ten members. With the increase in the number of directors, we believe that we will be able to expand the level of diversity of experience and points of view on the board and to add to theboard’s membershipa highly qualified individual who can contribute his or her knowledge, experience and expertise to the management of the Company.

If this proposal is approved by our shareholders and the number of directors is fixed at ten, there will be one vacancy on the board of directors following the annual meeting. This vacancy will not be filled at the annual meeting. The board of directors will have the authority to fill such vacancy pursuant to our Code of Regulations, as amended. After identifying and evaluating prospective candidates, the corporate governance and nominating committee will submit to the full board for consideration recommendations for candidates for appointment to the board of directors to fill this vacancy. The corporate governance and nominatingcommittee’s procedures for identifying and evaluating candidates is described in “Corporate Governance; Board Committees; Corporate Governance and Nominating Committee”in this proxy statement. It is expected that the new director appointed to fill such vacancy will be added to the class whose term expires at the 2020 annual meeting.

If this proposal is not approved by our shareholders, the size of the board of directors will remain at nine members.

The affirmative vote of at least a majority of the shares of common stock which are represented at the meeting, in person or by proxy, is required to approve the proposal to fix the number of directors at ten. Abstentions and broker non-votes will count as votes against the proposal.

The board recommends that you vote FOR the proposal to fix the number of directors at ten.

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PROPOSAL THREE: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 ournamedour 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. Pursuant to Proposal Four, shareholders are again providing an advisoryThe next required vote on the frequency of the say-on-payadvisory vote on executive compensation will occur at theour 2025 annual meeting.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 Executive Compensation“Executive Compensation” section of this proxy statement, our objectives with respect to executive compensation are to attract, motivate and retain a highly-qualified and effective executive management team. Our compensation policies are designed to motivate our management 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 link pay to both performance, taking into account the level of difficulty associated with each executive’sresponsibilitiesexecutive’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 asubstantiala substantial portion of each executive’s overall compensation to attainment of key business andoperationaland operational goals. The“ExecutiveThe “Executive Compensation”section of this proxy statement, including the“Compensationthe “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“Executivethe “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“Executivethe “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 FOUR:
ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As described in Proposal Three, our shareholders are being asked to vote to approve the compensation of our named executive officers as disclosed in the Executive Compensation section of this proxy statement, including the Compensation Overview, the accompanying compensation tables and the related narrative disclosure. As required by Section 14A of the Securities Exchange Act of 1934, as amended, our shareholders are also entitled to vote on whether future advisory votes on named executive officer compensation should occur every year, every two years or every three years or to abstain from such voting. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say-on-pay votes at least every six years.

Our board of directors understands that there are different views as to what is an appropriate frequency for advisory votes on named executive officer compensation. After careful consideration, the board is recommending that future say-on-pay votes occur every year. We believe that this frequency is appropriate because it provides shareholders with an opportunity to express their opinion annually as to named executive officer compensation, because such compensation may change from year to year.

This advisory vote is non-binding on our board of directors and the compensation committee of the board of directors, and may not be construed as overruling any decision made by the board. However, the board and the compensation committee will consider the voting results on this proposal in determining the frequency of future say-on-pay votes.

Shareholders can specify one of four choices when voting on this proposal: ONE YEAR, TWO YEARS, THREE YEARS or ABSTAIN. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency that receives the most affirmative votes will be the frequency approved by our shareholders. Withheld votes, abstentions and broker non-votes will have no effect on the outcome of this matter.

The board of directors recommends that you vote for a “ONE YEAR” frequency for futureadvisory votes on the compensation of our named executive officers.

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PROPOSAL FIVE: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 28, 2020.25, 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 28, 2020.25, 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 30, 20192022 and the fiscal year ended March 31, 2018.27, 2021 (“fiscal 2021”).