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Note 6 - Stock-based Compensation

12 Months Ended

Mar. 29, 2025

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

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 third 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 five years using a straight-line basis and expire either five years or ten 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 no 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 three 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 three years, an option for 10,000 shares of common stock to a Company employee that vests over five years and options for 30,000 shares of common stock (10,000 each) to three Company directors that vest over five 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 three years and an option for 10,000 shares of common stock to a Company director that vests over five 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 three 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.