{"url_path":"/sec/tact/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001214659-26-007859-index.html","accession_number":"0001214659-26-007859","cik":"0001017303","ticker":"TACT","issuer_name":"TRANSACT TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001214659-26-007859-index.html","primary_entity_key":"0001017303","primary_entity_name":"TRANSACT TECHNOLOGIES INC"},"word_count":904,"has_tables":true,"body_markdown":"** **\n\n \n\n  \n\n \n\n \n\n**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**CFO Succession – Troy W. Ingianni\nAppointed Chief Financial Officer, Secretary and Treasurer**\n\n \n\nAs previously announced, Steven A. DeMartino,\nPresident, Chief Financial Officer, Secretary and Treasurer of TransAct Technologies Incorporated (the “Company”), will retire\nfrom those roles effective June 30, 2026, and John M. Dillon, the Company’s Chief Executive Officer, will assume the title of President\neffective upon Mr. DeMartino’s retirement. Robert Campbell, the Company’s Controller, was originally appointed to succeed\nMr. DeMartino as Chief Financial Officer, Secretary and Treasurer upon Mr. DeMartino’s retirement, but Mr. Campbell has informed\nthe Board of Directors of the Company (the “Board”) that he will not be assuming those roles due to personal reasons. As a\nresult, on June 26, 2026, the Board appointed Troy W. Ingianni to serve as the Company’s Chief Financial Officer, Secretary and\nTreasurer, effective July 1, 2026 (the “Start Date”). Mr. Ingianni, 50, has more than 25 years of financial reporting, technical\naccounting, and Securities and Exchange Commission (“SEC”) compliance experience across public accounting and global manufacturing\norganizations.\n\n \n\nMr. Ingianni served in roles of increasing responsibility\nat Barnes Group Inc., a global aerospace and industrial manufacturer and services provider, from August 2011 to December 2025, most recently\nfrom September 2024 to December 2025 as Vice President, Global Controller and Chief Accounting Officer. In that capacity, he was responsible\nfor the company’s corporate consolidation and internal and external financial reporting, including its Forms 10-K, 10-Q and 8-K\nand related filings with the SEC; oversight of Sarbanes-Oxley compliance and technical accounting matters; purchase and divestiture accounting\nfor the company’s mergers, acquisitions and dispositions; statutory reporting for the company’s global legal entities; and\nengagement with the company’s audit committee, board of directors and independent registered public accounting firm. Mr. Ingianni’s\nprior roles at Barnes Group Inc. include service as Assistant Controller from October 2023 to September 2024, Director, Technical Accounting\nand SEC Reporting from November 2014 to October 2023, and SEC Reporting and Technical Accounting Manager, from August 2011 to November\n2014. Earlier in his career, Mr. Ingianni was a Senior Manager in the Audit, Assurance and Advisory Services practice of Deloitte &\nTouche LLP from September 2000 to August 2011, and he began his career as a Cost Analyst at Pratt & Whitney from September 1999 to\nAugust 2000.\n\n \n\nMr. Ingianni holds a B.A. in Liberal Arts, an\nM.S. in Accounting, and an M.B.A. in Finance, each from the University of Connecticut, and is a Certified Public Accountant licensed in\nthe State of Connecticut.\n\n \n\nThere is no arrangement or understanding between\nMr. Ingianni and any other persons pursuant to which Mr. Ingianni was selected as an officer within the meaning of Item 401(b) of Regulation\nS-K, nor are there any family relationships between Mr. Ingianni and any director, executive officer or person nominated or chosen by\nthe Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. Since the beginning\nof the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Ingianni had a direct or indirect\nmaterial interest within the meaning of Item 404(a) of Regulation S-K.\n\n \n\n**Principal Accounting Officer Transition**\n\n \n\nAs previously reported, on May 7, 2026, the Board\nappointed Mr. Campbell to serve as Principal Accounting Officer of the Company, effective May 8, 2026.\n\n \n\nOn June 26, 2026, Mr. Campbell advised the Board\nthat he would step down as Principal Accounting Officer effective June 30, 2026. Mr. Campbell will continue in a non-executive officer\nrole in the Company’s finance department. Mr. Campbell’s decision to step down was not the result of any disagreement with\nthe Company on any matter relating to the Company’s operations, policies or practices, or otherwise.\n\n \n\nOn June 26, 2026, the Board determined that Mr.\nIngianni will serve as the Company’s Principal Accounting Officer effective as of the Start Date.\n\n \n\n  \n\n \n\n \n\n**New CFO Compensation**\n\n \n\nIn connection with Mr. Ingianni’s service\nas the Company’s Chief Financial Officer, Secretary and Treasurer, the Company and Mr. Ingianni entered into an offer letter, effective\nas of the Start Date (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Ingianni’s compensation will consist of\nan annual base salary of $350,000 (prorated for 2026) and an annual target bonus of 35% of his base salary (prorated for 2026). Upon assuming\nthe role of Chief Financial Officer, Secretary and Treasurer, Mr. Ingianni will receive a grant of 15,000 restricted stock units under\nthe Company’s 2014 Equity Incentive Plan, as amended (the “Plan”), which will vest in four equal annual installments,\nsubject to his continued employment and other terms and conditions set forth in the Plan. Mr. Ingianni’s employment is at-will.\n\n \n\nIn connection with Mr. Ingianni’s appointment,\nthe Company and Mr. Ingianni are expected to enter into a severance agreement (the “Severance Agreement”). The Severance Agreement\nwill provide that, upon a termination of employment without cause, Mr. Ingianni will be entitled to receive six months’ base salary,\npayable over six months. Upon a termination of employment in connection with a change in control, Mr. Ingianni will be entitled to receive\n12 months’ base salary, payable over 12 months.\n\n \n\nThe foregoing summary of the Offer Letter is qualified\nin its entirety by reference to the full text of the Offer Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by\nreference."}