Filing Analysis
inTest Corporation entered into a seventh amendment to its credit agreement with M&T Bank, extending the term loan advance period and removing a subsidiary as a guarantor. The filing also includes the company's Q1 2026 financial results.
Key Facts
- Seventh Amendment to the Amended and Restated Loan and Security Agreement with M&T Bank effective April 30, 2026
- Extension of the period to request advances under the term loan facility until August 28, 2026
- Removal of inTEST Silicon Valley Corporation as a Guarantor under the agreement
- Release of financial results for the first quarter ended March 31, 2026
Gerald J. Maginnis, a Director and Chairman of the Audit Committee at InTest Corporation, notified the company on April 6, 2026, that he will not stand for re-election at the 2026 annual meeting. His departure is attributed to personal reasons and other professional commitments, with no reported disagreements regarding company operations.
Key Facts
- Director Gerald J. Maginnis notified the company of his intent not to stand for re-election on April 6, 2026.
- Maginnis served as the Chairman of the Audit Committee and was a member of the Compensation and Nominating and Corporate Governance Committees.
- The departure is cited as being for 'personal reasons, including other professional commitments.'
- The company explicitly stated there were no disagreements regarding operations, policies, or practices.
- Maginnis will continue to serve his remaining term until the 2026 annual meeting of shareholders.
InTest Corporation announced that Richard N. Grant, Jr. has stepped down as President, CEO, and Director effective March 31, 2026. The company appointed Richard Rogoff, previously the VP of Corporate Development, as the new President and CEO to fill the vacancy.
Key Facts
- Richard N. Grant, Jr. resigned effective March 31, 2026, with no reported disagreements regarding operations or policies.
- Grant is entitled to 12 months of base salary as severance, contingent upon a release of claims.
- Richard Rogoff, 59, was appointed President and CEO effective March 31, 2026.
- Rogoff's compensation includes a $375,000 base salary and a target bonus of 65% of base salary.
- Rogoff was granted 300,000 performance-vesting stock options with a 3-year performance period based on the volume-weighted average price (VWAP) of the common stock.
- Rogoff previously served as VP of Corporate Development at InTest since October 2021 and had a 7-year tenure at Onto Innovation.
InTest Corporation's Compensation Committee finalized 2026 compensation for its CEO and CFO, maintaining base salaries at 2025 levels. The compensation package includes short-term performance bonus targets and long-term incentive awards tied to enterprise value and time-based vesting.
Key Facts
- CEO Richard N. Grant, Jr.'s 2026 base salary remains at the 2025 level of $428,915.
- CFO Duncan Gilmour's 2026 base salary remains at the 2025 level of $282,500.
- Short-term bonus targets for 2026 are set at 85% of base salary for the CEO and 65% for the CFO.
- Long-term incentive (LTI) awards were approved with grant date fair values of $600,000 for the CEO and $250,000 for the CFO.
- LTI awards are split equally into three components: 4-year time-vesting awards, 3-year performance-vesting awards, and stock options.
- The performance-vesting component is tied to the Company's enterprise value as of December 31, 2028.
InTest Corporation announced its financial results for the fourth quarter and fiscal year ended December 31, 2025, via a press release issued on February 27, 2026.
Key Facts
- The filing reports financial results for the period ending December 31, 2025.
- The announcement was made under Item 2.02 (Results of Operations and Financial Condition).
- The press release is included as Exhibit 99.1.