Business Context and Reporting Period
This Form 8-K Current Report was filed by InTest Corporation (INTT) on March 4, 2026. The filing discloses the Compensation Committee's determination regarding the 2026 compensatory arrangements for the Company's President and CEO, Richard N. Grant, Jr., and its CFO, Treasurer, and Secretary, Duncan Gilmour.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details:
- CEO Base Salary: $428,915 (unchanged from 2025).
- CFO Base Salary: $282,500 (unchanged from 2025).
- Short-Term Bonus Targets: 85% of base salary for the CEO; 65% of base salary for the CFO.
- Long-Term Incentive Grant Date Fair Value: $600,000 for the CEO; $250,000 for the CFO.
Material Changes Versus Prior Period
Base salaries for the CEO and CFO remain at their 2025 levels. The material change involves the approval of new 2026 short-term performance bonus targets and long-term incentive awards. The long-term awards are structured with grant date fair values allocated in equal thirds to a 4-year time-vesting award, a 3-year performance-vesting award, and stock options.
Guidance, Outlook, and Risks
The filing outlines specific performance metrics for the long-term incentives rather than providing general business guidance. The performance-vested restricted stock is tied to the Company's enterprise value as of December 31, 2028. Enterprise value is defined as market cap plus debt minus cash and equivalents. Payouts for both short-term and performance-based long-term awards may range from zero to amounts exceeding target percentages based on established criteria. The grant date for equity awards is set for the close of business on the second business day following the filing of the 2025 10-K.
Key Facts for Investor Verification
- Verify the exact Grant Date once the 2025 10-K is filed to determine the number of shares and stock option exercise prices.
- Review the specific performance criteria for the 2026 short-term bonus and the 2028 enterprise value metric in the Company's 2023 Stock Incentive Plan.
- Confirm the dilution impact of the $850,000 total grant date fair value of new equity awards upon issuance.