DEF 14A of Intest Corp
Filed Apr 26, 2024 · FY20230001193125-24-115858
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 below 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.
Recommendation of the Board
Recommendation of the Board The Board recommends a vote “FOR” the election of each of the nominees to the Board named below.
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.
Nominees for Election
| Nominee | Age | Position | | Steven J. Abrams, Esq. | 56 | Director | | Jeffrey A. Beck | 61 | Director | | Joseph W. Dews IV | 57 | Director and Chairperson | | Richard N. Grant, Jr. | 54 | Director, President and Chief Executive Officer | | Gerald J. Maginnis | 68 | Director |
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.
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 Healthcare. Prior to this, Mr. Abrams 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 Mr. Abrams to make a valuable contribution as one of our directors. | Age: 56 Position: Director since 2013 |
Biographical and Other Information Regarding inTEST’s Director Nominees
| Jeffrey A. Beck was elected to serve as a director in June 2019. 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: 61 Position: Director since 2019 | | 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, Mr. Dews was a Partner at AGC Partners from July 2012 until May 2019, and held various positions, including Managing Director and Partner, at ThinkEquity LLC from May 2007 to July 2012, both investment banks. 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: 57 Position: Director since 2014 and Chairperson of the Board since 2019 | | Richard N. Grant, Jr. was appointed as President and Chief Executive Officer of the Company and elected to serve as a director effective August 2020. Prior to joining inTEST, Mr. Grant served as Senior Vice President Americas Region Measurement & Analytics of ABB Ltd from June 2017 to August 2020. Prior to his time at ABB, Mr. Grant served as Corporate Vice President and General Manager of the Materials Analysis Division of AMETEK Inc., an electronic instrument and electromechanical manufacturer, from April 2013 until June 2017. Mr. Grant was also an Operating Officer of AMETEK Inc. from 2013 until 2017, and a Board Member of SEIKO EG&G CO. LTD., a joint venture in which AMETEK maintained an interest, from 2016 until 2017. Prior to AMETEK, Mr. Grant worked at Emerson Electric in a variety of roles from March 1997 until April 2013, including as Vice President/General Manager of the Temperature Business unit of Rosemont Measurement from April 2011 until April 2013 and as Vice President Strategic Planning for Emerson Process Management from October 2007 until April 2011. Mr. Grant holds a Bachelor of Science degree in physics from Northern Kentucky University and an executive MBA from Xavier University. The Board believes that Mr. Grant’s considerable business management and leadership experience, together with his substantial knowledge of the industry, enable him to help drive corporate strategies and make valuable contributions as one of our directors. | Age: 54 Position: Director, President, Chief Executive Officer of the Company since 2020 |
Biographical and Other Information Regarding inTEST’s Director Nominees
| Gerald (Jerry) J. Maginnis was elected to serve as a director in June 2020. Since October 2015, Mr. Maginnis has served as a member of the board of directors of the funds comprising the Cohen & Steers Mutual Fund Complex (the “Complex”). Since January 2019, he has served as the Chair of the Audit Committee of the 20 funds within the Complex, including 9 closed-end funds which are publicly traded on the New York Stock Exchange. From 2006 through his retirement in 2015, Mr. Maginnis served as the Managing Partner of the Philadelphia office of KPMG LLP (“KPMG”). From 2002 until 2008, Mr. Maginnis served as the Partner in Charge of KPMG’s Pennsylvania Business Unit Audit Practice, which included the firm’s offices in Philadelphia, Pittsburgh, and Harrisburg. Prior to 2002, Mr. Maginnis was an audit partner at KPMG concentrating on serving clients in the information, communications, and entertainment industries. From 2014 to 2015, Mr. Maginnis served as the President of the Pennsylvania Institute of Certified Public Accountants, a state CPA society. From 2014 to 2017, he served as a member of the Council of the American Institute of Certified Public Accountants (“AICPA”). From 2015 through March 2020, Mr. Maginnis was a member of the Board of Trustees of the AICPA Foundation where he served as Treasurer from 2018 to 2020. Mr. Maginnis holds a Bachelor of Science from Saint Joseph’s University and is a Certified Public Accountant. The Board believes Mr. Maginnis’ considerable audit, accounting and leadership experience enable him to make valuable contributions as one of our directors and as Chairperson of the Audit Committee. | Age: 68 Position: Director since 2020 |
Executive Summary
| ● | Prior year’s annual performance was reviewed; |
Executive Summary
| ● | All elements of compensation—salary, bonus, total cash, long-term incentives and total direct compensation—were compared to the market survey data; |
Executive Summary
| ● | An annual incentive plan was adopted with competitive targets; and |
Executive Summary
| ● | Long-term incentive guidelines were adopted for the executive officers. |
Philosophy
| ● | attract and retain executive officers who demonstrate the leadership and management skills necessary to drive our long-term success; |
Philosophy
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 (“2023 Executive Compensation Plan”) for Messrs. Grant, Gilmour and McManus for 2023.
2023 Base Salary and Long-Term Incentive Compensation
2023 Base Salary and Long-Term Incentive Compensation
2023 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 | | Richard N. Grant, Jr., President and Chief Executive Officer | $415,414 | 9,860 | 9,859 | 16,988(3) | | Duncan Gilmour, Chief Financial Officer, Treasurer and Secretary | $275,600 | 4,762 | 4,760 | 8,044(3) | | Joseph McManus, Division President, Electronic Test | $274,200 | 2,076 | 2,076 | 3,576(3) |
2023 Base Salary and Long-Term Incentive Compensation
| (1) The time vested restricted stock awards vest 25% annually which will commence on March 8, 2024. |
2023 Base Salary and Long-Term Incentive Compensation
| (2) The performance metric used for the shares of performance vested restricted stock will be the audited revenue of the Company at the end of fiscal year 2025 relative to the stated target, calculated as all base company business as of December 31, 2022 and all acquired revenue in audited revenue for the year ended December 31, 2025. |
2023 Base Salary and Long-Term Incentive Compensation
| (3) The stock option award vests 25% annually which will commence on March 8, 2024 and will have an exercise price of $16.06, which was the closing price of the Company’s common stock as listed on the NYSE American on March 8, 2023. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan The following is a summary of the short-term incentive portion of our 2023 Executive Compensation Plan that the Compensation Committee adopted for Messrs. Grant and Gilmour.
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Target incentive opportunity of 70% of base salary for Mr. Grant and 55% of base salary for Mr. Gilmour, which were the same percentages as 2022. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Performance bonus payment for Messrs. Grant and Gilmour are based upon satisfaction of the following weighted performance metrics: 60% based on the achievement of revenue and Adjusted EBITDA targets in a performance matrix (financial performance), 20% based on completion of one or more acquisitions in 2023 that meet a fixed 12-month trailing revenue minimum (strategic performance), and 20% based on the final average net working capital (asset performance). |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Minimum financial performance thresholds beginning at 80% for both the revenue and Adjusted EBITDA targets. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | At minimum financial performance, each of Mr. Grant and Mr. Gilmour would earn 0% of his target incentive opportunity for financial performance if none of the performance metrics are satisfied. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Maximum financial performance limits at 120% of target for the revenue component and 114% for the Adjusted EBITDA component. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | At maximum financial performance, each of Messrs. Grant and Gilmour could earn 175% of his target incentive opportunity for the financial performance component. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
The following is a summary of the short-term incentive portion of our 2023 Executive Compensation Plan established for Mr. McManus.
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Target incentive opportunity of 50% of base salary. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Performance bonus payment for Mr. McManus based upon satisfaction of the following weighted performance metrics: 60% based on the achievement of division revenue and income from operations targets in a performance matrix (financial performance), 20% on acquisitions completed (strategic performance), and 20% based on the division’s final average net working capital (asset performance). |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | At minimum financial performance, Mr. McManus would earn 0% of his target incentive opportunity for financial performance if none of the performance metrics are satisfied. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | At maximum financial performance, Mr. McManus could earn 175% of his target incentive opportunity for financial performance. |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
The Committee and Mr. Grant (our CEO) believes that the goals for Company-wide and division performance along with the personal goals established under the 2023 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) also believes 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.
Description of the Short-Term Incentive Portion of the 2023 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% |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
For the short-term incentive program Mr. Grant did not fully achieve the financial performance goals described above, which were weighted as 60%. Mr. Grant did achieve both the completion of an acquisition and the final average net working capital goals, each weighted as 20%. While the acquisition did not close until 2024, the Compensation Committee gave Mr. Grant credit since it had been negotiated in 2023 and the delay in the closing to 2024 was for reasons beyond his control. As a result, the short-term incentive compensation payout to Mr. Grant for 2023 was as follows:
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| Target Bonus | Actual Payment | Actual as a % of Target | | $290,789 | $247,171 | 85% |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
For the short-term incentive program Mr. Gilmour did not fully achieve the financial performance goals described above, which were weighted as 60%. Mr. Gilmour did achieve both the completion of an acquisition and the final average net working capital goals, each weighted as 20%. While the acquisition did not close until 2024, the Compensation Committee gave Mr. Gilmour credit since it had been negotiated in 2023 and the delay in the closing to 2024 was for reasons beyond his control. As a result, the short-term incentive compensation payout to Mr. Gilmour for 2023 was as follows:
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| Target Bonus | Actual Payment | Actual as a % of Target | | $151,580 | $128,843 | 85% |
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
For the short-term incentive program Mr. McManus exceeded the financial performance goals described above, which were weighted as 60%. Mr. McManus did achieve both the completion of an acquisition and his division’s final average net working capital goals, each weighted as 20%. While the acquisition did not close until 2024, the Compensation Committee gave Mr. McManus credit since it had been negotiated in 2023 and the delay in the closing to 2024 was for reasons beyond his control. As a result, the short-term incentive compensation payout to Mr. McManus for 2023 was as follows:
Description of the Short-Term Incentive Portion of the 2023 Executive Compensation Plan
| Target Bonus | Actual Payment | Actual as a % of Target | | $137,100 | $157,665 | 115% |
Description of Long-Term Incentive Portion of the 2023 Executive Compensation Plan
Description of Long-Term Incentive Portion of the 2023 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:
Description of Long-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | 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; |
Description of Long-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | 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; |
Description of Long-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | 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 |
Description of Long-Term Incentive Portion of the 2023 Executive Compensation Plan
| ● | Shares of performance-vested restricted stock (“PSAs”) would be effective as a tool to align pay with company performance. |
Description of Long-Term Incentive Portion of the 2023 Executive Compensation Plan
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 2023 Base Salary and Long-Term Incentive Compensation table. The PSAs are subject to a performance metric measured by audited revenue of the Company at the end of 2025 relative to the stated target, calculated as all base company businesses as of December 31, 2022 and all acquired revenue in audited revenue for the year ended December 31, 2025, and have a vesting factor that ranges from 0% to 150%.
Summary Compensation Table
Summary Compensation Table
For the Fiscal Year Ended December 31, 2023
| 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. | 2023 | 409,076 | — | 316,687 | 158,328 | 247,171 | 4,750 | 1,136,012 | | President and Chief Executive Officer | 2022 | 387,073 | — | 266,702 | 133,341 | 194,213 | 4,750 | 986,079 | | Duncan Gilmour | 2023 | 271,400 | — | 150,033 | 74,970 | 128,843 | 4,750 | 629,996 | | Chief Financial Officer, Treasurer and Secretary | 2022 | 254,307 | — | 133,351 | 66,681 | 89,804 | 4,750 | 548,983 | | Joseph McManus Division President, Electronic Test | 2023 | 270,377 | — | 66,681 | 33,328 | 157,665 | 4,750 | 532,801 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
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 Change of Control Agreements with Messrs. Grant and Gilmour (the “Change of Control Agreements”). We do not have a Change of Control Agreement with Mr. McManus. 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:
Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control
| ● | our dissolution or liquidation; |
Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control
| ● | 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”); |
Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control
| ● | our merger or consolidation with another company unless our stockholders own stock in that company in the same proportion that they own stock in us prior to the transaction; |
Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control
| ● | any person or entity other than a Related Person obtains the voting control of 40% or more of our stock; or |
Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control
| ● | our directors and those persons our directors may nominate to become our directors, cease to comprise a majority of our Board members. |
Potential Payments upon Retirement, Death, Disability or Termination Following a Change of Control
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 him 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 his current officer position; a requirement to report to anyone other than his direct report; 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 his current office. The benefits payable under the Change of Control Agreements are subject to the release of any claims that the NEOs may have against us pursuant to the agreements as 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 not be deductible by us (in whole or in part) under Section 280G of the Internal Revenue Code. 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION In 2023, non-employee directors received an annual retainer of $25,000 and the Chairperson of the Board received an additional annual retainer of $40,000. 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 $13,750 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 and $5,000 for members of each of the Compensation Committee and Nominating and Corporate Governance Committee, respectively. Also, in March 2023, based upon the evaluation and recommendation of Radford, the Compensation Committee recommended, and the Board approved, the award of 9,000 shares of restricted stock to each of the non-employee directors to further align their interests with those of our stockholders. Such shares vested 25% on each of the following dates: March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023 subject to certain conditions, including, but not limited to, the continued service to inTEST of the respective non-employee director through each such vesting date. In addition, the Company reimburses non-employee directors’ travel expenses and other costs associated with attending Board or committee meetings. The Company does not pay additional compensation to any executive officer for service as a director. The following table sets forth the compensation earned by, or paid to, the members of our Board, who are not executive officers, for the year ended December 31, 2023:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(A) | All Other Compensation ($) | Total ($) | | Steven J. Abrams, Esq. | 50,000(1) | 144,540 | — | 194,540 | | Jeffrey A. Beck | 48,750(2) | 144,540 | — | 193,290 | | Joseph W. Dews IV | 75,000(3) | 144,540 | — | 219,540 | | Gerald J. Maginnis | 50,000(4) | 144,540 | — | 194,540 |
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 $16.06 as computed in accordance with ASC Topic 718. |
DIRECTOR COMPENSATION
| (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. |
DIRECTOR COMPENSATION
| (2) Consists of $25,000 annual retainer, $13,750 for services as Chairperson of the Compensation Committee and $10,000 for service as a member of the Audit Committee. |
DIRECTOR COMPENSATION
| (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 Compensation Committee and $5,000 for service as a member of the Nominating and Corporate Governance Committee. |
DIRECTOR COMPENSATION
| (4) Consists of $25,000 annual retainer, $20,000 for service as Chairperson of the Audit Committee and $5,000 for service as a member of the Nominating and Corporate Governance Committee. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
Pay Versus Performance Table
Pay Versus Performance Table The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for fiscal years 2021, 2022 and 2023. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) (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) (in thousands) | | 2023 | 1,136,012 | 2,675,048 | 581,399 | 723,095 | 209.55 | 9,342 | | 2022 | 986,079 | 455,903 | 502,840 | 472,866 | 158.71 | 8,461 | | 2021 | 1,478,834 | 2,546,716 | 560,730 | 433,431 | 195.99 | 7,283 |
Pay Versus Performance Table
| (1) During fiscal years 2023, 2022 and 2021, the PEO was Richard N. Grant, Jr. During fiscal year 2023, the non-PEO named executive officers (NEOs) were Duncan Gilmour and Joseph McManus. Mr. Gilmour served as the Company’s principal financial officer and Mr. McManus served as the Division President-Electronic Test. During fiscal year 2022, the non-PEO NEOs were Duncan Gilmour and Scott Nolen. Mr. Gilmour served as the Company’s principal financial officer and Mr. Nolen served as the Division President-Process Technologies. During fiscal year 2021, the non-PEO NEOs were Hugh Regan who served as the Company’s principal financial officer through June 11, 2021 and Duncan Gilmour who served as the Company’s principal financial officer beginning June 14, 2021. |
Pay Versus Performance Table
| (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). |
Pay Versus Performance Table
| (3) The following table sets forth the adjustments for 2023 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: |
Pay Versus Performance Table
| | 2023 | | SCT Total for PEO | $1,136,012 | | Less: Amount reported under the “Stock Awards” and “Stock Options” columns in the SCT | (475,015) | | 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 | 402,180 | | 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 | 297,952 | | 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 | 1,313,919 | | Total Adjustments | 1,539,036 | | Compensation Actually Paid to PEO | 2,675,048 |
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. |
Pay Versus Performance Table
Pay Versus Performance (continued)
Pay Versus Performance Table
| (5) The following table sets forth the adjustments for 2023 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: |
Pay Versus Performance Table
| | 2023 | | Average SCT Total for Non-PEO NEOs | $581,399 | | Less: Amount reported under the “Stock Awards” and “Stock Options” columns in the SCT | (162,506) | | 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 | 137,588 | | 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 | 80,600 | | 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 | 86,014 | | Total Adjustments | 141,696 | | Average Compensation Actually Paid to Non-PEO NEOs | 723,095 |
Pay Versus Performance Table
| (6) The amounts reported represent the measurement period value of an investment of $100 in our stock on December 31, 2020 (the last trading day before the 2021 fiscal year), and then valued again on each of December 31, 2021 (the last trading day of the 2021 fiscal year), December 30, 2022 (the last trading day of the 2022 fiscal year), and December 31, 2023 (the last trading day of the 2023 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 2021, 2022, and 2023. |
Pay Versus Performance Table
| (7) The amounts reported represent net income for the applicable fiscal year calculated in accordance with generally accepted accounting principles in the United States. |
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 shareholders. 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 shareholder return and year-ending compensation actually paid and total shareholder returns are significantly influenced by movement in the Company’s stock price. INTT stock moved from $6.49 as of December 31, 2020, to $12.72 as of December 31, 2021, to $10.30 as of December 31, 2022, to $13.60 as of December 29, 2023. As a result, from January 1, 2021 to December 31, 2021, total shareholder return increased by approximately 96% and from January 1, 2022 to December 31, 2022, total shareholder return decreased by approximately 19%, and from January 1, 2023 to December 31, 2023 total shareholder return increased by approximately 32%. Note that the 2022 decrease resulted despite net income increasing approximately 16% in 2022 to $8.5 million when compared to 2021. The compensation actually paid to the PEO for 2023 was 135% higher than reported per the summary compensation table. The average compensation actually paid to the non-PEO NEOs was 24% higher than reported per the summary compensation table. 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 and these 2023 changes compare with a 32% increase in total shareholder return for the period from January 1, 2023 to December 31, 2023. The higher increase for the PEO reflects the impact of 37,581 additional shares issued upon the August 2023 vesting of the August 2020 performance share grant at 150% of target.