TRANSCAT INC Stock Compensation Disclosure
NOTE 6 – STOCK-BASED COMPENSATION
In September 2021, the Transcat, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) was approved by shareholders and became effective. The 2021 Plan replaced the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). Shares available for grant under the 2021 Plan include any shares remaining available for issuance under the 2003 Plan and any shares that are subject to outstanding awards under the 2003 Plan that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. The 2021 Plan provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At March 29, 2025, 0.6 million shares of common stock were available for future grant under the 2021 Plan.
The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete benefits related to share-based compensation and stock option activity in fiscal years 2025, 2024 and 2023 were $1.3 million, $0.6 million and $0.4 million, respectively.
Restricted Stock Units: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock unit grants is the quoted market price for the Company’s common stock on the date of grant. These restricted stock units are either time vested, or vest following the fiscal year from the date of grant subject to cumulative diluted earnings per share or cumulative Adjusted EBITDA targets over the eligible period.
During fiscal year 2025, on the date of the annual meeting of shareholders, the Company’s non-employee directors received an annual grant of restricted stock units valued at $85,000 that vests after one year. During fiscal years 2024 and 2023, the Company's non-employee directors received an annual grant of restricted stock units valued at $50,000 that vested after one year.
Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis less estimate for forfeitures over the requisite service period for the entire award.
During fiscal year 2025, 32,000 shares of time-vested restricted stock units were granted and 10,000 shares of performance-based restricted stock units were granted. During fiscal year 2024, 38,000 shares of time-vested restricted stock units were granted and 10,000 shares of performance-based restricted stock units were granted. During fiscal year 2023, 19,000 shares of time-vested restricted stock units were granted and 11,000 shares of performance-based restricted stock units were granted. Performance-based restricted stock units can be earned up to a maximum of 150% of shares awarded.
The following table summarizes the restricted stock units vested and shares issued during fiscal years 2025, 2024 and 2023 (amounts in thousands, except per unit data):
| Total | Grant Date | Number | |||||||||
| Number | Fair | Target | Of | Date | |||||||
| Date | Measurement | of Units | Value | Level | Shares | Shares | |||||
| Granted | Period | Granted | Per Unit | Achieved | Issued | Issued | |||||
| April 2019 | April 2019 – March 2022 | 20 | $ | 23.50 | 82 | % | 16 | May 2022 | |||
| July 2022 | July 2022 | 1 | $ | 59.33 | Time Vested | 1 | July 2022 | ||||
| September 2021 | September 2021 – September 2022 | 7 | $ | 66.09 | Time Vested | 7 | September 2022 | ||||
| September 2022 | September 2022 | 1 | $ | 73.30 | Time Vested | 1 | September 2022 | ||||
| October 2018 | October 2018 – September 2022 | 1 | $ | 20.81 | Time Vested | 1 | October 2022 | ||||
| April 2020 | April 2020 - March 2023 | 2 | $ | 26.25 | Time Vested | 2 | April 2023 | ||||
| July 2020 | July 2020 - July 2023 | 26 | $ | 27.08 | Time Vested | 26 | July 2023 | ||||
| September 2020 | September 2020 - July 2023 | 4 | $ | 28.54 | Time Vested | 4 | July 2023 | ||||
| September 2020 | September 2020 - July 2023 | 5 | $ | 29.76 | Time Vested | 5 | July 2023 | ||||
| September 2022 | September 2022 - September 2023 | 5 | $ | 73.80 | Time Vested | 5 | September 2023 | ||||
| September 2020 | September 2020 - September 2023 | 3 | $ | 29.76 | Time Vested | 3 | September 2023 | ||||
| October 2018 | October 2018 – September 2023 | 1 | $ | 20.81 | Time Vested | 1 | October 2023 | ||||
| June 2021 | June 2021 - March 2024 | 11 | $ | 53.17 | Time Vested | 11 | March 2024 | ||||
| June 2021 | June 2021 - March 2024 | 10 | $ | 53.17 | 136 | % | 14 | May 2024 | |||
| January 2022 | January 2022 - March 2024 | 1 | $ | 90.92 | 136 | % | 1 | May 2024 | |||
| May 2023 | May 2023 - April 2024 | 1 | $ | 89.70 | Time Vested | 1 | April 2024 | ||||
| August 2023 | August 2023 - August 2024 | 6 | $ | 90.56 | Time Vested | 6 | August 2024 | ||||
| September 2023 | September 2023 - September 2024 | 4 | $ | 109.55 | Time Vested | 4 | September 2024 | ||||
| September 2021 | September 2021 - September 2024 | 4 | $ | 67.76 | Time Vested | 4 | September 2024 | ||||
| October 2018 | October 2018 - October 2024 | 1 | $ | 20.81 | Time Vested | 1 | October 2024 | ||||
| March 2022 | March 2022 - March 2025 | 1 | $ | 76.31 | Time Vested | 1 | March 2025 | ||||
| May 2022 | May 2022 - March 2025 | 9 | $ | 63.17 | Time Vested | 9 | March 2025 | ||||
The following table summarizes the non-vested restricted stock units outstanding as of March 29, 2025 (amounts in thousands, except per unit data):
| Total | Grant Date | Estimated | |||||||
| Number | Fair | Level of | |||||||
| Date | Measurement | of Units | Value | Achievement at | |||||
| Granted | Period | Granted | Per Unit | March 29, 2025 | |||||
| October 2018 | October 2018 – September 2027 | 4 | $ | 20.81 | Time Vested | ||||
| May 2022 | May 2022 - March 2025 | 9 | $ | 63.17 | 0% of target level | ||||
| August 2022 | August 2022 - August 2025 | 1 | $ | 78.04 | Time Vested | ||||
| May 2023 | May 2023 – March 2026 | 8 | $ | 89.70 | 150% of target level | ||||
| May 2023 | May 2023 – March 2026 | 8 | $ | 89.70 | Time Vested | ||||
| May 2023 | May 2023 – May 2026 | 11 | $ | 89.70 | Time Vested | ||||
| April 2024 | April 2024 - April 2027 | 2 | $ | 107.13 | Time Vested | ||||
| April 2024 | April 2024 - April 2027 | 1 | $ | 108.04 | Time Vested | ||||
| May 2024 | May 2024 - May 2027 | 1 | $ | 119.45 | Time Vested | ||||
| May 2024 | May 2024 - May 2027 | 1 | $ | 124.12 | Time Vested | ||||
| May 2024 | May 2024 - March 2027 | 9 | $ | 124.12 | 100% of target level | ||||
| May 2024 | May 2024 - March 2027 | 10 | $ | 124.12 | Time Vested | ||||
| July 2024 | July 2024 - July 2027 | 1 | $ | 116.91 | Time Vested | ||||
| September 2024 | September 2024 - September 2025 | 6 | $ | 120.66 | Time Vested | ||||
| September 2024 | September 2024 - September 2027 | 1 | $ | 123.33 | 100% of target level | ||||
| September 2024 | September 2024 - September 2027 | 1 | $ | 123.33 | Time Vested | ||||
| December 2024 | December 2024 - December 2027 | 9 | $ | 103.44 | Time Vested | ||||
Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $2.4 million, $3.2 million and $2.0 million in fiscal years 2025, 2024 and 2023, respectively. As of March 29, 2025, unearned compensation, to be recognized over the grants’ respective service periods, totaled $4.2 million based on estimated achievement levels as of March 30, 2025. If the maximum performance levels were achieved, the unearned compensation could be a maximum of $5.5 million.
Stock Options: The Company grants stock options to employees and directors with an exercise price equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-lined basis over the requisite service period for each award. Options vest either immediately or over a period of up to years using a straight-line basis and expire either years or years from the date of grant.
We calculate the fair value of the stock options granted using the Black-Scholes model. The following weighted-average assumptions were used to value options granted during fiscal years 2025, 2024 and 2023:
| FY 2025 | FY 2024 | FY 2023 | ||||||||||
| Risk-Free Interest Rate | 4.35 | % | 4.08 | % | 2.65 | % | ||||||
| Volatility Factor | 40.98 | % | 37.27 | % | 37.62 | % | ||||||
| Expected Term (in Years) | 4 | 6.34 | 4.58 | |||||||||
| Annual Dividend Rate | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
We calculate expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on safe harbor rules, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. We assume expected dividends. Under FASB ASC Topic 718, “Compensation – Stock Compensation”, the Company has elected to account for forfeitures as they occur.
During fiscal year 2025, the Company granted options for 10,000 shares of common stock in the aggregate to Company employees that vest over years.
During fiscal year 2024, the Company granted options for 7,000 shares of common stock in the aggregate to Company employees that vest over years, an option for 10,000 shares of common stock to a Company employee that vests over years and options for 30,000 shares of common stock (10,000 each) to three Company directors that vest over years.
During fiscal year 2023, the Company granted options for 46,000 shares of common stock in the aggregate to Company employees that vest over years and an option for 10,000 shares of common stock to a Company director that vests over years.
The expense related to all stock option awards was $0.8 million, $1.3 million and $1.4 million in fiscal years 2025, 2024 and 2023, respectively.
The following table summarizes the Company’s options for fiscal years 2025, 2024 and 2023 (amounts in thousands, except per option data):
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
| Number | Exercise | Contractual | Aggregate | |||||||||||||
| Of | Price Per | Term | Intrinsic | |||||||||||||
| Options | Option | (in Years) | Value | |||||||||||||
| Outstanding as of March 26, 2022 | 165 | $ | 53.27 | |||||||||||||
| Granted | 56 | 62.46 | ||||||||||||||
| Exercised | (4 | ) | 6.19 | |||||||||||||
| Forfeited | - | - | ||||||||||||||
| Outstanding as of March 25, 2023 | 217 | 56.25 | ||||||||||||||
| Granted | 47 | 94.39 | ||||||||||||||
| Exercised | (25 | ) | 58.44 | |||||||||||||
| Forfeited | (5 | ) | 68.13 | |||||||||||||
| Outstanding as of March 30, 2024 | 234 | 63.43 | ||||||||||||||
| Granted | 10 | 112.93 | ||||||||||||||
| Exercised | (37 | ) | 34.21 | |||||||||||||
| Forfeited | (33 | ) | 38.31 | |||||||||||||
| Outstanding as of March 29, 2025 | 174 | 72.14 | 6 | $ | 216 | |||||||||||
| Exercisable as of March 29, 2025 | 68 | $ | 61.59 | 5 | $ | 796 | ||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal year 2025 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on March 29, 2025. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.
Total unrecognized compensation cost related to non-vested stock options as of March 29, 2025 was $1.4 million, which is expected to be recognized over a period of years. The aggregate intrinsic value of stock options exercised in fiscal years 2025, 2024 and 2023 was $3.2 million, $1.3 million and $0.3 million, respectively. Cash received from the exercise of options in fiscal years 2025, 2024 and 2023 was $1.3 million, $1.5 million and $0.1 million, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.