INTEST CORP 8-K

What Happened
InTest Corporation (INTT) announced on March 4, 2026 that its Compensation Committee approved 2026 pay arrangements for President & CEO Richard N. Grant, Jr. and CFO Duncan Gilmour. Base salaries remain at 2025 levels: $428,915 for the CEO and $282,500 for the CFO. The Committee set 2026 short‑term bonus target percentages at 85% of base salary for the CEO and 65% for the CFO, and approved long‑term incentive (LTI) awards with grant‑date fair values of $600,000 (CEO) and $250,000 (CFO).

Key Details

• Base salary unchanged: CEO $428,915; CFO $282,500.
• 2026 short‑term bonus targets: CEO 85% of base, CFO 65% of base; actual payouts may range from 0 up to above target based on performance.
• Long‑term incentive awards: $600,000 (CEO) and $250,000 (CFO), each allocated in equal thirds to (1) a 4‑year time‑vesting award, (2) a 3‑year performance‑vesting restricted stock award, and (3) stock options.
• Performance metric: award payout tied to enterprise value measured as of December 31, 2028 (market cap + short‑ & long‑term debt + preferred stock, less cash and short‑term investments). Grant Date = second business day after filing the Company’s 2025 Form 10‑K; share counts and option exercise prices will be set using the closing stock price on that date and Black‑Scholes valuation.

Why It Matters
These changes keep cash compensation steady while shifting meaningful pay toward performance and equity-based incentives that vest over multiple years, linking executive rewards to longer‑term enterprise value outcomes through 2028. For investors, that means executive pay expense and potential share dilution from equity grants will occur in future periods and could affect reported compensation costs and outstanding shares as the awards vest or are exercised.