DEF 14A of Intest Corp, Apr 28, 2026

DEF 14A of Intest Corp

Filed Apr 28, 2026 · FY20250001036262-26-000024

Open on EDGAR

  1. Q: Do the directors and officers of InTest have an interest in the outcome of the matters to be voted on?

    Q: Do the directors and officers of InTest have an interest in the outcome of the matters to be voted on? A: Our officers will not receive any special benefit as a result of the outcome of the matters to be voted on. Further, our directors will not receive any special benefit as a result of the outcome of the matters to be voted on, except that if the Amendment to the InTest Corporation 2023 Stock Incentive Plan is approved, the restricted shares granted to each non-employee director on March 16, 2026, which are currently set to fully vest on the one-year anniversary of the grant date, will instead vest in four equal installments on the date of the Annual Meeting, June 30, 2026, September 30, 2026 and December 31, 2026.

  2. Nominees for Election

    Nominees for Election The names of the persons nominated for election are listed below, together with their ages and certain other information regarding the nominees.

  3. Nominees for Election

    | Nominee | Age | Position | | Steven J. Abrams, Esq. | 58 | Director | | Jeffrey A. Beck | 63 | Director and Vice Chairperson | | Joseph W. Dews IV | 59 | Director and Chairperson | | Karl E. Johnsen | 57 | Director | | Richard Rogoff | 59 | Director, President and Chief Executive Officer |

  4. Biographical and Other Information Regarding InTest’s Director Nominees

    Biographical and Other Information Regarding InTest’s Director Nominees Biographical information regarding the business experience of each of our nominees and the primary aspects of each of our nominees’ experience, qualifications, attributes, or skills that led to the conclusion that each of our nominees should serve on our Board is set forth below.

  5. Biographical and Other Information Regarding InTest’s Director Nominees

    | Steven J. Abrams, Esq. was elected to serve as a director in January 2013. In April 2016, Mr. Abrams joined Hogan Lovells US LLP as a partner, where he currently serves as Global Co-Head of Life Sciences and Health Care. Prior to this, he was a partner at Pepper Hamilton LLP for over 20 years where he was co-chair of the Corporate Securities and Life Sciences practice groups and a member of the Executive Committee. Mr. Abrams counsels clients on governance, disclosure and transactional matters. Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Abrams’ over 25 years of experience as a corporate and securities attorney providing counsel to companies regarding governance, disclosure and transactional matters allows him to make a valuable contribution as one of our directors. | Age: 58 Director since 2013 | | Jeffrey A. Beck was elected to serve as a director in June 2019 and became Vice Chairperson of the Board in April 2025. From February 2021 until January 2024, Mr. Beck served as Chief Executive Officer of Soft Robotics Incorporated, a venture capital-funded start-up robotics company engaged in the design of robotic automation technologies used in food processing and other production environments. From May 2018 until December 2021, he was an operating partner with Artemis Capital Partners, a lower middle market private equity firm specializing in industrial technology sectors. Since August 2020, Mr. Beck has served as executive chairman of Tekscan Corporation, a private equity-owned manufacturer of tactile force and pressure sensing instrumentation. From October 2015 to April 2018, he was President and Chief Executive Officer of Astrodyne TDI Corporation, a private equity-owned manufacturer of high-performance power supplies and systems utilized in semiconductor, aerospace, and medical markets. Throughout his career, Mr. Beck has also served in management positions at Presstek LLC, iRobot Corporation and AMETEK, Inc., Danaher Corporation, and Emerson Corporation. He previously served on the board of directors, including the audit committee and nominating and governance committee, of SunEdison Semiconductor Limited, a Nasdaq listed leading manufacturer of semiconductor wafers. Mr. Beck holds a Bachelor of Science in Mechanical Engineering from New Jersey Institute of Technology as well an MBA from Boston University. The Board believes that Mr. Beck’s extensive experience building and leading industrial technology and automation businesses allows him to make valuable contributions as one of our directors. Moreover, his prior public company board experience, which includes serving on the audit as well as nominating and governance committees, adds valuable perspective to critical board discussions, decisions, and governance topics. | Age: 63 Director since 2019 and Vice Chairperson of the Board since 2025 |

  6. Biographical and Other Information Regarding InTest’s Director Nominees

    | Joseph W. Dews IV was elected to serve as a director in April 2014 and became Chairperson of the Board in June 2019. Mr. Dews has been a Managing Director at Craig-Hallum Capital Group, an investment bank, since May 2019. Prior to that, he was a Partner at AGC Partners, an investment bank, from July 2012 until May 2019. Mr. Dews has acted as a strategic and financial advisor to numerous public and private technology companies in the U.S. and internationally, including assessing corporate strategies and evaluating options for fund raising, share repurchases, and acquisitions of businesses. In addition to his experience as an investment banker, Mr. Dews has a technical background including a Bachelor of Science in Applied & Engineering Physics from Cornell University and approximately two years of experience in the semiconductor industry working as a Field Applications Engineer for Cirrus Logic KK. Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Dews’ over 20 years of experience as an investment banker and his familiarity with semiconductor and industrial technology businesses uniquely positions him to contribute strategic insight, acquisition knowledge, and provide other valuable contributions as one of our directors and the Chairperson of the Board. | Age: 59 Director since 2014 and Chairperson of the Board since 2019 | | Karl E. Johnsen has over 32 years of financial leadership experience in public and private technology companies. Since 2024, Mr. Johnsen has served as the Chief Financial Officer of Intelerad Medical Systems, Inc., a software as a service for healthcare IT, where he leads a global team across finance, accounting, tax, treasury, legal, pricing, deal desk and regulatory functions, which included successfully positioned the company in a sale to GE Healthcare. From 2022 to 2024, Mr. Johnsen served in senior financial leadership roles, including as Chief Financial Officer of Rightworks, LLC, a technology company specializing in cloud hosting, cybersecurity, and managed IT services as well as the Chief Financial Officer of Trax Retail, Inc from 2021 to 2022, a global technology company that provides computer vision and AI-powered solutions. Earlier in his career, Mr. Johnsen served as Chief Financial Officer of Aspen Technology, a provider of software and services for the process industries, from 2013 to 2021, where he led global finance and operations activities and helped drive significant revenue growth, free cash flow expansion, margin improvement, capital markets activity, and acquisition execution. Mr. Johnsen holds a B.S. in Accountancy from Bentley College, an MBA from Babson College, and is a Certified Public Accountant. The Board believes that Mr. Johnsen’s broad public-company finance background, accounting expertise, and extensive experience in governance, capital allocation, regulatory matters, and strategic transactions make him well qualified to serve as a director and Chair of the Audit Committee. | Age: 57 Director Nominee | | Richard Rogoff was appointed as President and Chief Executive Officer of the Company and appointed to serve as a director effective March 31, 2026. He previously served as President of the Environmental Technologies Division of InTest Corporation since June 11, 2025. He joined InTest in October 2021 as Vice President, Corporate Development, where he led the Company’s mergers and acquisitions strategy and sustainability initiatives. Prior to joining InTest, Mr. Rogoff was Founder and Principal of Rogoff Consulting from 2019 to 2021, advising high-technology clients on M&A, integration, and strategic growth. From 2019 to 2020, he served as Vice President, Strategic Initiatives and Integration Management Office at Onto Innovation Inc., where he oversaw post-merger integration efforts. From 2013 to 2019 Mr. Rogoff served as Vice President and Business Unit Manager of Onto Innovation Inc. Lithography Systems Group. Earlier in his career, Mr. Rogoff spent over two decades at ASML Inc. in senior positions, including Vice President, Business Development & Business Unit Manager, Optics, Vice President, European Sales & Worldwide Account Support, and Vice President North American Regional Sales. Mr. Rogoff holds an MBA for Executives from INSEAD, Paris, France, and a B.S. in Microelectronic Engineering from Rochester Institute of Technology. The Board believes that Mr. Rogoff’s leadership experience, together with his industry knowledge and experience, enable him to help drive corporate strategies and make valuable contributions as one of our directors. | Age: 59 Director, President, Chief Executive Officer of the Company since 2026 |

  7. Director Compensation

    Director Compensation In 2025, non-employee directors received an annual retainer of $25,000, the Chairperson of the Board received an additional annual retainer of $40,000 and the Vice Chairperson of the Board received an annual retainer of $10,000. The Chairperson of each of the Committees of the Board were paid an additional annual fee as follows: the Chairperson of the Audit Committee received an additional annual fee of $20,000, the Chairperson of the Compensation Committee received an additional annual fee of $15,000 and the Chairperson of the Nominating and Corporate Governance Committee received an additional annual fee of $10,000. The members of the Committees, other than the Chairpersons, receive additional annual fees of: $10,000 for members of the Audit Committee, $5,000 for members of Nominating and Corporate Governance Committee and $5,000 for members of the Compensation Committee. In addition, Gerald Maginnis received an additional fee of $5,000 for serving as the Board’s designated observer to the Company’s IT Committee, and Jeffery Beck received an additional fee of $10,000 for serving as the Board’s designated observer to the Company’s Operating Efficiency Committee. Also, in March 2025, based upon the evaluation and recommendation of Radford, the Compensation Committee recommended, and the Board approved, the award of 9,000 shares of restricted stock to each of the non-employee directors to further align their interests with those of our stockholders. Such shares vested on March 17, 2026, as a result of the non-employee director’s continued service to InTest through such vesting date. In addition to the foregoing fees, the Company reimburses non-employee directors’ travel expenses and other costs associated with attending Board or committee meetings. The Company does not pay additional compensation to any executive officer for service as a director. The following table sets forth the compensation earned by, or paid to, the members of our Board, who are not executive officers, for the year ended December 31, 2025:

  8. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(A) | All Other Compensation ($) | Total ($) | | Steven J. Abrams, Esq. | 50,000(1) | 69,660 | — | 119,660 | | Jeffrey A. Beck | 70,000(2) | 69,660 | — | 139,660 | | Joseph W. Dews IV | 72,500(3) | 69,660 | — | 142,160 | | Gerald J. Maginnis | 58,750(4) | 69,660 | — | 128,410 |

  9. Director Compensation

    (A) These amounts represent the fair market value of the award of restricted stock based on the closing price of our common stock on the date of grant of $7.74 as computed in accordance with ASC Topic 718 (1) Consists of $25,000 annual retainer, $10,000 for service as Chairperson of the Nominating and Corporate Governance Committee, $10,000 for service as a member of the Audit Committee, and $5,000 for service as a member of the Compensation Committee. (2) Consists of $25,000 annual retainer, $15,000 for services as Chairperson of the Compensation Committee, $10,000 for service as Vice Chairperson of the Board, $10,000 for service as a member of the Audit Committee and $10,000 for service as the Board’s designated observer to the Company’s Operating Efficiency Committee. (3) Consists of $25,000 annual retainer, $40,000 for service as Chairperson of the Board, $5,000 for service as a member of the Nominating and Corporate Governance Committee and $2,500 for service as a member of the Compensation Committee (prorated through April 1, 2025 for the period during 2025 for which Mr. Dews served on the Compensation Committee). (4) Consists of $25,000 annual retainer, $20,000 for service as Chairperson of the Audit Committee, $5,000 for service as a member of the Nominating and Corporate Governance Committee, $3,750 for service as a member of the Compensation Committee (prorated effective April 1, 2025 for the period during 2025 for which Mr. Maginnis served on the Compensation Committee) and $5,000 for service as the Board’s designated observer to the Company’s IT Committee.

  10. Philosophy

    Philosophy The Compensation Committee is committed to the general principle that executive compensation should be commensurate with the Company’s performance and the performance of the individual executive officer. The primary objectives of our executive compensation program are to: ● attract and retain executive officers who demonstrate the leadership and management skills necessary to drive our long-term success; ● reward the achievement of our business goals and individual contributions toward achievement of those goals; and ● provide compensation opportunities linked to the Company’s performance and the interests of our stockholders. Our pay philosophy is for the total compensation (base salary plus short-term incentive compensation and long-term equity-based compensation) of our NEOs to be guided by the market median for similarly situated companies. Underlying our executive compensation program is the philosophy that the interests of our stockholders are best served by a program that includes a significant variable component based on our performance. As a result, our executives have a significant portion of their compensation “at risk,” either through the variability of the short-term incentive portion of the plan, or subject to the movement in the price of the Company’s stock or the Company’s performance through the long- term incentive portion of the plan. Amounts paid under the plan are further subject to repayment or “claw back” as needed to comply with all applicable laws and regulations. Accordingly, and as more fully described below, the Compensation Committee approved the following compensation arrangements (“2025 Executive Compensation Plan”) for Messrs. Grant, Gilmour and McManus for 2025.

  11. 2025 Base Salary and Long-Term Incentive Compensation

    2025 Base Salary and Long-Term Incentive Compensation

  12. 2025 Base Salary and Long-Term Incentive Compensation

    | Name and Title | Annual Base Salary | Time Vested Restricted Stock (RSAs) Awarded(1) | Performance Vested Restricted Stock (PSAs) Awarded(2) | Stock Options Awarded(3)(4) | | Richard N. Grant, Jr., Former President and Chief Executive Officer | $428,915 | 25,840 | 25,840 | 45,711 | | Duncan Gilmour, Chief Financial Officer, Treasurer and Secretary | $282,500 | 10,767 | 10,767 | 20,069 | | Joseph McManus, Division President, Electronic Test | $284,500 | 4,738 | 4,738 | 9,960 |

  13. 2025 Base Salary and Long-Term Incentive Compensation

    (1) The time-vested restricted stock awards vest 25% annually which commenced on March 17, 2026. (2) The performance metric used for the shares of performance-vested restricted stock is percentage of Revenue generated by Service, Aftermarket and Software of the Company for the year ended December 31, 2027. (3) The stock options vest 25% annually which commenced on March 17, 2026 and will have an exercise price of $7.74 per share, which was the closing price of the Company’s common stock as listed on the NYSE American on March 17, 2025. (4) In lieu of a base salary merit increase for 2025, the Compensation Committee decided to compensate Messrs. Grant, Gilmour and McManus through the grant of a one-time stock option award. As such, on March 17, 2025, Messrs. Grant, Gilmour and McManus were granted 2,327,1,992, and 2,006 stock options, respectively. These stock options also vest 25% annually which commenced on March 17, 2026 and have an exercise price of $7.74 per share, which was the closing price of the Company’s common stock as listed on the NYSE American on March 17, 2025.

  14. Description of the Base Salary Portion of the 2025 Executive Compensation Plan

    Description of the Base Salary Portion of the 2025 Executive Compensation Plan During 2025, there were no changes to the base salary portion of the 2025 Executive Compensation Plan. As such, Mr. Grant’s base salary was $428,915; Mr. Gilmour’s base salary was $282,500; and Mr. McManus’s base salary was $284,500. In lieu of a base salary merit increase for 2025, the Compensation Committee decided to compensate Messrs. Grant, Gilmour and McManus through the grant of a one-time stock option award. As such, on March 17, 2025, Messrs. Grant, Gilmour and McManus were granted 2,327,1,992, and 2,006 stock options, respectively. The stock options vest in four equal annual installments over a four-year period. For a discussion of assumptions made in the foregoing valuations, see “Note (14) Stock-Based Compensation” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026.

  15. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan The following is a summary of the short-term incentive portion of our 2025 Executive Compensation Plan that the Compensation Committee adopted for Mr. Grant. ● Target incentive opportunity of 85% of base salary. ● Performance bonus payment was based upon satisfaction of the following weighted performance metrics: 60% based on the achievement of Revenue and Adjusted EBITDA as a percentage of Revenue targets in a performance matrix (financial performance), 20% based on actual results of final average Net Working Capital (“NWC”) relative to final budgeted average NWC (asset performance), 10% based on the achievement of budgeted Revenue targets for Alfamation (strategic performance) and 10% based on the achievement of budgeted Adjusted EBITDA targets for Alfamation (strategic performance). ● Minimum financial performance thresholds beginning at 80% and 86% for the Revenue and Adjusted EBITDA as a percentage of Revenue targets, respectively; 120% for NWC; and 110% for Alfamation budgeted Revenue target; and 110% for Alfamation budgeted Adjusted EBITDA target. ● Below minimum financial performance, Mr. Grant would earn 0% of his target incentive opportunity for financial performance if none of the performance metrics are satisfied. ● Maximum financial performance limits at 120% of target for the Revenue component and 114% for the Adjusted EBITDA as a percentage of Revenue component; 80% of target for NWC; and 120% of target for Alfamation budgeted Revenue target; and 120% of target for Alfamation budgeted Adjusted EBITDA target. ● At maximum financial performance, Mr. Grant could earn 175% of his target incentive opportunity for the financial performance component; 150% of his target incentive opportunity for NWC; 110% of his target incentive opportunity for Alfamation budgeted Revenue target; and 110% of his target incentive opportunity for Alfamation budgeted Adjusted EBITDA target. The following is a summary of the short-term incentive portion of our 2025 Executive Compensation Plan established for Mr. Gilmour. ● Target incentive opportunity of 65% of base salary. ● Performance bonus payment for Mr. Gilmour was based upon satisfaction of the following weighted performance metrics: 60% based on the achievement of Revenue and Adjusted EBITDA as a percentage of Revenue targets in a performance matrix (financial performance), 20% based on actual results of final average NWC relative to final budgeted average NWC (asset performance), 20% based upon achieving the financial reporting goals (strategic performance). ● Minimum financial performance thresholds beginning at 80% and 86% for the Revenue and Adjusted EBITDA as a percentage of Revenue targets, respectively; 120% for NWC; and 100% upon attainment of the financial reporting goals requiring (i) no material weakness in internal control over financial reporting for the year ended December 31, 2025 or for any interim period for the year ended December 31, 2025, and (ii) no out of period adjustments or restatements for any periods related to the 2025 financial statements, including any interim period. ● Below minimum financial performance, Mr. Gilmour would earn 0% of his target incentive opportunity for financial performance if none of the performance metrics are satisfied. ● Maximum financial performance limits at 120% of target for the Revenue component and 114% for the Adjusted EBITDA as a percentage of Revenue component; 80% of target for NWC; and 100% for achievement of the financial reporting goals. ● At maximum financial performance, Mr. Gilmour could earn 175% of his target incentive opportunity for the financial performance component; 150% of his target incentive opportunity for NWC; and 100% of his target incentive opportunity for achievement of the financial reporting goals. The following is a summary of the short-term incentive portion of our 2025 Division Presidents Compensation Plan established for Mr. McManus. ● Performance bonus payment for Mr. McManus was based upon satisfaction of the following weighted performance metrics: 60% based on the achievement of division Revenue and division Operating Income as a percentage division Revenue targets in a performance matrix (financial performance), 20% on average divisional NWC (asset performance), 10% based on the achievement of budgeted Revenue targets for Alfamation (strategic performance), and 10% based on the achievement of budgeted Adjusted EBITDA targets for Alfamation (strategic performance). ● Minimum financial performance thresholds beginning at 80% and 86% for the division Revenue and division Operating Income as percentage of division Revenue targets, respectively; 120% for NWC; 110% for Alfamation budgeted Revenue target; and 110% for Alfamation budgeted Adjusted EBITDA target. ● Below minimum financial performance, Mr. McManus would earn 0% of his target incentive opportunity for financial performance if none of the performance metrics are satisfied. ● Maximum financial performance limits at 120% of target for the division Revenue component and 114% for the division Operating Income as a percentage of division Revenue component; 80% of target for NWC; 120% of target for Alfamation budgeted Revenue target; and 120% of target for Alfamation budgeted Adjusted EBITDA target. ● At maximum financial performance, Mr. McManus could earn 175% of his target incentive opportunity for financial performance; 150% of target for NWC; 110% of target for Alfamation budgeted Revenue target; and 110% of target for Alfamation budgeted Adjusted EBITDA target. The Committee and Mr. Grant (our CEO in 2025) believed that the goals for Company-wide and division performance along with the personal goals established under the 2025 Executive Compensation Plan were sufficiently difficult to achieve in order to provide a significant incentive for the participants to improve the Company’s and individual division performance during that year. The Committee and Mr. Grant (our CEO in 2025) also believed that such goals did not encourage any of the participants to cause the Company to take excessive risks in connection with achieving the goals and that, by including targets for strategic performance such as those related to development and implementation of a talent development program, the goals were consistent with reducing the Company’s overall risks. The following matrix shows the payout opportunity for the financial performance portion of the short-term incentive program as a function of target Revenue and the targeted financial measures applicable to each NEO.

  16. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    | | | Revenue vs. Target | | | | | | | | | <80% | 80% | 90% | 100% | 110% | 120% | | Financial Performance Measure vs. Target | <86% | 0% | 0% | 0% | 0% | 0% | 0% | | | 86% | 0% | 50% | 50% | 50% | 63% | 75% | | | 93% | 0% | 63% | 75% | 75% | 88% | 100% | | | 100% | 0% | 75% | 88% | 100% | 113% | 125% | | | 107% | 0% | 88% | 100% | 125% | 138% | 163% | | | 114% | 0% | 100% | 125% | 150% | 163% | 175% |

  17. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    For the short-term incentive program Mr. Grant did not achieve the financial performance goals described above, which were weighted as 60%. Mr. Grant also did not achieve the two Alfamation targets, weighted at 10% each. Average net working capital goals, weighted at 20%, were paid out at 75% of target. As a result, the short-term incentive compensation payout to Mr. Grant for 2025 was as follows:

  18. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    | Target Bonus | Actual Payment | Actual as a % of Target | | $364,578 | $54,687 | 15% |

  19. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    For the short-term incentive program Mr. Gilmour did not achieve the financial performance goals described above, which were weighted as 60%. Average net working capital goals, also weighted at 20%, were paid out at 75% of target. Mr. Gilmour met the Financial Reporting goals, weighted at 20%, were paid out at 100%. As a result, the short-term incentive compensation payout to Mr. Gilmour for 2025 was as follows:

  20. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    | Target Bonus | Actual Payment | Actual as a % of Target | | $183,625 | $64,269 | 35% |

  21. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    For the short-term incentive program Mr. McManus did not achieve the financial performance goals described above, which were weighted as 60%. Mr. McManus also did not achieve the two Alfamation targets, weighted at 10% each. Average net working capital goals, weighted at 20%, were exceeded, which was paid out at 125% of target. As a result, the short-term incentive compensation payout to Mr. McManus for 2025 was as follows:

  22. Description of the Short-Term Incentive Portion of the 2025 Executive Compensation Plan

    | Target Bonus | Actual Payment | Actual as a % of Target | | $142,250 | $35,563 | 25% |

  23. Description of Long-Term Incentive Portion of the 2025 Executive Compensation Plan

    Description of Long-Term Incentive Portion of the 2025 Executive Compensation Plan As part of Radford’s scope of work, the Compensation Committee sought the consultant’s advice and recommendations on the use of equity-based compensation for the executive officers. With such input from Radford, with respect to Messrs. Grant, Gilmour and McManus the Compensation Committee determined that: ● A regular program of long-term incentive awards would increase the linkage between the pay of the executive officers and the performance delivered to our stockholders; ● Stock options would be effective as a tool to reward the executive officers for focusing on growing the value of the Company over the long term; ● Shares of time-vested restricted stock (“RSAs”) would be effective as a tool to provide both retention and increase the immediate connection between the executives and the stockholders; and ● Shares of performance-vested restricted stock (“PSAs”) would be effective as a tool to align pay with company performance. Accordingly, the Compensation Committee decided to compensate Messrs. Grant, Gilmour and McManus through the grant of a combination of stock options, RSAs and PSAs as set forth above in the 2025 Base Salary and Long-Term Incentive Compensation table. The stock options and RSAs vest ratably over four years and the PSAs vest on the third anniversary of the date of grant subject to a performance metric measured by Revenue generated by Services, Aftermarket and Software sales for the year ended December 31, 2027, and have a vesting factor that ranges from 0% to 150%.

  24. Summary Compensation Table

    Summary Compensation Table

  25. For the Fiscal Year Ended December 31, 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(A) | Stock Options ($)(B) | Non-Equity Incentive Plan Compensation ($)(C) | All Other Compensation ($)(D) | Total ($) | | Richard N. Grant, Jr. | 2025 | 428,915 | — | 400,003 | 210,655 | 54,687 | 4,750 | 1,099,010 | | President and Chief Executive Officer | 2024 | 425,021 | — | 399,994 | 200,109 | 91,144 | 4,750 | 1,121,018 | | Duncan Gilmour | 2025 | 282,500 | — | 166,673 | 92,486 | 64,269 | 4,750 | 610,678 | | Chief Financial Officer, Treasurer and Secretary | 2024 | 280,509 | — | 166,676 | 83,383 | 45,906 | 4,750 | 581,224 | | Joseph McManus | 2025 | 284,500 | — | 73,344 | 45,900 | 35,563 | 4,750 | 444,057 | | Division President, Electronic Test | 2024 | 281,529 | — | 73,328 | 36,698 | 120,913 | 4,750 | 517,218 |

  26. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  27. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Richard N. Grant, Jr. | 112,000 | — | 10.62 | 3/9/31 | 3,416(2) | 25,518 | | | 19,269 | 6,423 | 9.76 | 3/8/32 | 14,789(3) | 110,474 | | | 8,494 | 8,494 | 16.06 | 3/7/33 | 30,891(4) | 230,756 | | | 7,634 | 22,902 | 11.33 | 3/5/34 | 51,680(5) | 386,050 | | | — | 43,384 | 7.74 | 3/17/35 | | | | | — | 2,327 | 7.74 | 3/17/35 | | | | Duncan Gilmour | 8,104 | — | 16.80 | 6/13/31 | 1,708(6) | 12,759 | | | 9,636 | 3,212 | 9.76 | 3/8/32 | 7,006(7) | 52,335 | | | 4,022 | 4,022 | 16.06 | 3/7/33 | 12,872(8) | 96,154 | | | 3,181 | 9,543 | 11.33 | 3/5/34 | 21,534(9) | 160,859 | | | — | 18,077 | 7.74 | 3/17/35 | | | | | — | 1,992 | 7.74 | 3/17/35 | | | | Joseph McManus | 10,000 | — | 13.13 | 4/27/31 | 932(10) | 6,962 | | | 10,410 | 3,470 | 8.14 | 4/27/32 | 3,114(11) | 23,262 | | | 1,788 | 1,788 | 16.06 | 3/07/33 | 5,663(12) | 42,303 | | | 1,400 | 4,200 | 11.33 | 3/05/34 | 9,476(13) | 70,786 | | | — | 7,954 | 7.74 | 3/17/35 | | | | | — | 2,006 | 7.74 | 3/17/35 | | |

  28. Outstanding Equity Awards at December 31, 2025

    (1) Based on the closing share price on December 31, 2025 of $7.47. (2) Represents the unvested portion of the 13,664 RSAs that were granted on March 9, 2022 under the 2014 Stock Plan. These remaining shares are scheduled to vest March 9, 2026. (3) Represents the unvested portion of the 9,860 RSAs and 9,859 PSAs that were granted on March 8, 2023 under the 2014 Stock Plan. The RSAs vest in equal portions on March 8, 2024, 2025, 2026 and 2027. The PSAs were issued at target performance and are scheduled to vest on March 8, 2026, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 14,789. The unvested 2,465 RSAs were forfeited upon Mr. Grant’s termination on March 31, 2026. (4) Represents the unvested portion of the 17,652 RSAs and 17,652 PSAs that were granted on March 6, 2024 under the 2023 Stock Plan. The RSAs vest in equal portions on March 6, 2025, 2026, 2027 and 2028. The PSAs were issued at target performance and are scheduled to vest on March 6, 2027, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 26,478. The unvested 8,826 RSAs and unvested 17,652 PSAs were forfeited upon Mr. Grant’s termination on March 31, 2026. (5) Represents the unvested portion of the 25,840 RSAs and 25,840 PSAs that were granted on March 17, 2025 under the 2023 Stock Plan. The RSAs vest in equal portions on March 17, 2026, 2027, 2028 and 2029. The PSAs were issued at target performance and are scheduled to vest on March 17, 2028, based on the achievement of performance criteria. The maximum number of shares that may vest pursuant to the performance criteria is 38,760. The unvested 19,380 RSAs and unvested 25,840 PSAs were forfeited upon Mr. Grant’s termination on March 31, 2026. (6) Represents the unvested portion of 6,832 that were granted on March 9, 2022 under the 2014 Stock Plan. These remaining shares are scheduled to vest on March 9, 2026. (7) Represents the unvested portion of the 4,672 RSAs and 4,670 PSAs that were granted on March 8, 2023 under the 2014 Stock Plan. The RSAs vest in equal portions on March 8, 2024, 2025, 2026 and 2027. The PSAs were issued at target performance and are scheduled to vest on March 8, 2026, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 7,005. (8) Represents the unvested portion of the 7,356 RSAs and 7,355 PSAs that were granted on March 6, 2024 under the 2023 Stock Plan. The RSAs vest in equal portions on March 6, 2025, 2026, 2027 and 2028. The PSAs were issued at target performance and are scheduled to vest on March 6, 2027, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 11,033. (9) Represents the unvested portion of the 10,767 RSAs and 10,767 PSAs that were granted on March 17, 2025 under the 2023 Stock Plan. The RSAs vest ratably on March 17, 2026, 2027, 2028 and 2029. The PSAs were issued at target performance and are scheduled to vest on March 17, 2028, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 16,151. (10) Represents the unvested portion of the 3,728 RSAs that were granted on April 28, 2022 under the 2014 Stock Plan. These remaining shares are scheduled to vest on April 28, 2026. (11) Represents the unvested portion of the 2,076 RSAs and 2,076 PSAs that were granted on March 8, 2023 under the 2014 Stock Plan. The RSAs shares vest in equal portions on March 8, 2024, 2025, 2026 and 2027. The PSAs were issued at target performance and are scheduled to vest on March 8, 2026, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 3,114. (12) Represents the unvested portion of the 3,236 RSAs and 3,236 PSAs that were granted on March 6, 2024 under the 2023 Stock Plan. The RSAs vest in equal portions on March 6, 2025, 2026, 2027 and 2028. The PSAs were issued at target performance and are scheduled to vest on March 6, 2027, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 4,854. (13) Represents the unvested portion of the 4,738 RSAs and 4,738 PSAs that were granted on March 17, 2025 under the 2023 Stock Plan. The RSAs vest ratably on March 17, 2026, 2027, 2028 and 2029. The PSAs were issued at target performance and are scheduled to vest on March 17, 2028, based on the achievement of performance criteria. The maximum number of PSA shares that may vest pursuant to the performance criteria is 7,107.

  29. Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control

    Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control We have a Change of Control Agreement with Mr. Gilmour (a “Change of Control Agreement”). Until his departure, we had a Change of Control Agreement with Mr. Grant. We do not have a Change of Control Agreement with Mr. McManus. In connection with Mr. Rogoff’s appointment as President and Chief Executive Officer, we entered into a Change of Control Agreement on substantially the same terms as described below. The Change of Control Agreements provide for the payment of certain benefits upon the executive officer’s separation from service by us without Cause (as defined below) or by the executive officer for Good Reason (as defined below) within two years following a Change of Control. These benefits consist of the continuation of the executive officer’s base salary and continued coverage under group benefit plans for the one-year period following the separation of such executive officer’s service from the Company and payment of the variable performance-based compensation that he would have earned for such one-year period. Under the Change of Control Agreements, a “Change of Control” occurs in the event of: ● our dissolution or liquidation; ● the sale of substantially all of our assets, except to a stockholder who as of the date of the Change of Control Agreements owned 20% or more of our stock (a “Related Person”); ● our merger or consolidation with another company other than a merger or consolidation with a company in which our stockholders own at least a majority in common stock in that company in the same proportion that they own stock in us prior to the transaction; ● any person or entity other than a Related Person obtains voting control of more than 40% of our common stock; or ● our directors and those persons our directors may nominate to become our directors, cease to comprise at least a majority of our Board members. Under the Change of Control Agreements, a termination for “Cause” means the executive’s termination by us because of an act of fraud upon InTest, a violation of InTest’s Code of Ethics, willful refusal to perform the duties assigned to the executive by the Board or conviction for any crime involving dishonesty or breach of trust or for any crime that is a felony or of moral turpitude. The term “Good Reason” under the Change of Control Agreements means a material adverse change in an executive’s status, responsibilities or benefits; a failure to be nominated or elected to their current officer position; a requirement to report to anyone other than the President and Chief Executive Officer (or in the case of President and Chief Executive Officer, anyone other than the Board of Directors); an assignment of duties inconsistent with his current officer position; any reduction in base salary, variable component or formula for determining the variable component which would have the effect of reducing his variable component, or other reduction in compensation or benefits; or a requirement to relocate more than thirty miles from their current office. The benefits payable under the Change of Control Agreements are subject to the release of any claims that the executive may have against us that we may request. Benefits will be reduced or eliminated to the extent that comparable benefits are received from another source. Furthermore, the benefits will be reduced to the extent that the payments would be considered “excess parachute payment” under Section 280G of the Internal Revenue Code. Pursuant to the 2014 Stock Plan and the 2023 Stock Plan, and the award agreements thereunder, in the event of a Change of Control or the death or Disability of an NEO, all equity awards issued to our executive officers become 100% vested. The term “Disability” means a condition of total mental or physical incapacity for further performance of the person’s duty with the Company that the Compensation Committee determines, on the basis of competent medical evidence, is likely to be permanent and constitutes a disability. We do not provide NEOs with any benefits or acceleration of vesting in the event of retirement.

  30. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

  31. Pay Versus Performance Table

    Pay Versus Performance Table The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for fiscal years 2025, 2024 and 2023. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.

  32. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(6) | Net Income ($)(7) | | 2025 | 1,099,010 | 781,648 | 527,368 | 242,345 | 72.52 | (2,527,000) | | 2024 | 1,121,018 | 283,345 | 549,221 | 167,543 | 67.53 | 2,891,000 | | 2023 | 1,136,012 | 2,675,048 | 581,399 | 723,095 | 209.55 | 9,342,000 |

  33. Pay Versus Performance Table

    (1) During fiscal years 2025, 2024 and 2023, the PEO was Richard N. Grant, Jr., and the non-PEO NEOs were Duncan Gilmour and Joseph McManus. Mr. Gilmour served as the Company’s Chief Financial Officer and Mr. McManus served as the Division President - Electronic Test. (2) The dollar amounts reported are the amounts of total compensation reported for Mr. Grant for the applicable fiscal year in the “Total” column of the “Summary Compensation Table” (“SCT”). (3) The following table sets forth the adjustments for 2025 which were made to total compensation per the SCT in order to arrive at “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K

  34. Pay Versus Performance Table

    | | 2025 | | SCT Total for PEO | $1,099,010 | | Less: Amount reported under the “Stock Awards” and “Stock Options” columns in the SCT | (610,658) | | Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | 568,437 | | Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | (110,696) | | Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | (164,445) | | Total Adjustments | (317,362) | | Compensation Actually Paid to PEO | $781,648 |

  35. Pay Versus Performance Table

    (4) The dollar amounts reported represent the average of the amounts reported for the non-PEO NEOs for the applicable fiscal year in the “Total” column of the Summary Compensation Table. (5) The following table sets forth the adjustments for 2025 which were made, on an average basis, to the average total compensation per the SCT in order to arrive at “average compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K:

  36. Pay Versus Performance Table

    | | 2025 | | Average SCT Total for Non-PEO NEOs | $527,368 | | Less: Amount reported under the “Stock Awards” and “Stock Options” columns in the SCT | (378,403) | | Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | 175,730 | | Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | (37,449) | | Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | (44,901) | | Total Adjustments | (285,023) | | Average Compensation Actually Paid to Non-PEO NEOs | $242,345 |

  37. Pay Versus Performance Table

    (6) The amounts reported represent the measurement period value of an investment of $100 in our stock on December 30, 2022 (the last trading day before the 2023 fiscal year), and then valued again on each of December 29, 2023 (the last trading day of the 2023 fiscal year), December 31, 2024 (the last trading day of the 2024 fiscal year), and December 31, 2025 (the last trading day of the 2025 fiscal year) based on the closing price per share of the Company’s common stock as of such dates. No dividends were paid by the Company in 2023, 2024 or 2025. (7) The amounts reported represent net income for the applicable fiscal year calculated in accordance with generally accepted accounting principles in the United States.

  38. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The Company adheres to a pay-for-performance philosophy. We believe the compensation program we have designed incentivizes our executive team to drive results that create value for our stockholders. As such, equity incentive awards are a major component of the compensation paid to the PEO and the Non-PEO NEOs. Stock price is the primary driver of both the value of these awards and total stockholder return and year-ending compensation actually paid and total stockholder returns are significantly influenced by movement in the Company’s stock price.

  39. Relationship Between Compensation Actually Paid and Performance

    | | Closing Stock Price | Stock Price Change from prior year end | Net Income for Fiscal Year End | Net Income Change From Prior Fiscal Year End | | December 31, 2025 | $7.47 | (13%) | $(2,527,000) | (187%) | | December 31, 2024 | $8.59 | (37%) | $2,891,000 | (69%) | | December 29, 2023 | $13.60 | 32% | $9,342,000 | 28% | | December 30, 2022 | $10.30 | | $7,283,000 | |

  40. Relationship Between Compensation Actually Paid and Performance

    The compensation actually paid to the PEO for 2025 was 29% lower than reported per the summary compensation table but 176% higher than the compensation actually paid in 2024. The average compensation actually paid to the non-PEO NEOs was 54% lower than reported per the summary compensation table but 45% higher than the average compensation actually paid in 2024. The differences in compensation actually paid from year to year versus as presented per the summary compensation table are largely driven by year-over-year stock-price movement in the comparable time periods and their effect on the outstanding equity awards. During 2025 there was a 13% decrease in total stockholder return compared to a 37% decrease in total stockholder return for the period from January 1, 2024, to December 31, 2024. This lower decrease on the fair value of the outstanding awards creates the effect of an “increase” as the decrease is lower than the prior year. The closing stock price of $7.47 as of December 31, 2025, was lower than all of the fair values of our stock at date of grant for the various awards granted since 2021. Note that the stock price percentage decrease in 2025 was significantly lower than the percentage decrease in net income during the same period.

  41. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Bylaws of InTest Corporation, as amended and restated effective April 23, 2018 (our “Bylaws”), provide that our Board shall consist of not less than five directors, as determined by the Board from time to time, and that each director shall hold office until the next Annual Meeting of Stockholders and until a successor shall be duly elected and qualified, or until his earlier resignation, retirement or removal. The Board currently consists of five directors. Listed under the “Nominees for Election” section above are the five nominees for director. The persons designated as proxies in the accompanying proxy card intend to vote “FOR” each such nominee unless a contrary instruction is indicated on the proxy card. If for any reason any such nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by the Board, if any person is so nominated. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected, and all nominees have expressed their intention to serve the entire term for which election is sought.