Business Context and Reporting Period
This Form 8-K Current Report from InTest Corporation (INTT) covers events occurring on March 31, 2026, and April 1, 2026. The filing primarily addresses significant changes in corporate leadership, specifically the departure of the former CEO and the appointment of a new CEO and Board member.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
- Departure of CEO: Richard N. Grant, Jr. stepped down as President, CEO, and Director effective March 31, 2026. The departure was not related to any disagreement with the Company.
- Appointment of New CEO: Richard Rogoff was appointed President, CEO, and Director effective March 31, 2026. Mr. Rogoff previously served as Vice President of Corporate Development since October 2021.
- Severance for Outgoing CEO: Mr. Grant is entitled to severance equal to 12 months of base salary, contingent upon the execution of a separation agreement and release of claims.
Guidance, Outlook, and Compensation Details
The filing details the compensatory arrangements for the new CEO, Richard Rogoff, effective March 31, 2026:
- Base Salary: $375,000 per year, subject to periodic review.
- Bonus Opportunity: Target bonus of 65% of base salary for 2026. Mr. Rogoff is eligible for the full bonus (not prorated) based on performance goals.
- Equity Award: Initial grant of performance-vesting stock options for up to 300,000 shares. The exercise price equals the closing price on the grant date. Vesting is based on a three-year performance period tied to the volume-weighted average price of the Common Stock.
- Director Fees: As an employee director, Mr. Rogoff is not eligible for director fees.
The filing does not contain specific financial guidance, outlook, or discussion of risks beyond the standard disclosure of the executive transition.
Investor Verification Checklist
- Verify the terms of the separation agreement and release of claims for Richard N. Grant, Jr. to confirm the 12-month severance obligation.
- Review the specific performance goals for the 2026 CEO short-term incentive plan referenced in the March 6, 2026, 8-K filing.
- Confirm the closing stock price on March 31, 2026, to determine the exercise price for Mr. Rogoff's 300,000 performance options.
- Monitor future filings for the full text of the Letter Agreement (Exhibit 10.1) to review omitted confidential details regarding the compensation plan.