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INTEST CORP

For the period ended Jun 18, 2025. Filed Apr 28, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 18, 2025 · Filed Apr 28, 2025

INTT$13.37+8.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Statement Summary

To assist you in reviewing the proposals to be considered and voted upon at our Annual Meeting, we have summarized information contained elsewhere in this proxy statement or in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”). This summary does not contain all of the information you should consider about InTest Corporation (“InTest”, the “Company”, “we”, “us” or “our”) and the proposals being submitted to stockholders at the Annual Meeting. We encourage you to read the entire proxy statement and Annual Report carefully before voting.

The Annual Meeting

Date & TimeLocationRecord Date
Wednesday, June 18, 2025 11:00 a.m. Eastern TimeOnline via: www.proxydocs.com/INTTApril 21, 2025

Because the meeting is being held virtually, you will not be able to attend the Annual Meeting in person but are invited to join us in the virtual Annual Meeting. In order to attend virtually, you must register in advance atwww.proxydocs.com/INTT before 5:00 p.m. Eastern Time on June 17, 2025. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting. If you wish to attend virtually as guest, you may attend in listen-only mode by clicking on “I am a guest” after linking on the meeting site atwww.proxydocs.com/INTT and entering the information requested.

Meeting Agenda and Voting Matters

ItemProposalBoard of Directors VoteRecommendationPage Reference (for more information)
1Election of the five director nominees named in this proxy statementFOR each nominee14
2Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025FOR40
3Approval, on an advisory basis, of the compensation of our named executive officersFOR41
4Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officersFOR one year42

InTest Corporation |2025 Proxy Statement – 1

Directors and Nominees

NameAgeRecent Professional ExperienceIndependentBoard Committees
Steven J. Abrams, Esq.57Partner and Global Co-Head of Life Sciences and Health Care, Hogan Lovells US LLPXAC, CC, NCGC***
Jeffrey A. Beck**62Former CEO, Soft Robotics Inc.XAC, CC***
Joseph W. Dews IV*58Managing Director, Craig-HallumXNCGC
Richard N. Grant, Jr.55President and Chief Executive Officerof InTest——
Gerald J. Maginnis69Director, Cohen & Steers Mutual Fund Complex, Former Managing Partner, KPMG LLPXAC***, CC, NCGC
*Chair of the Board
**Vice Chair of the Board
***Committee Chair
AC:Audit Committee
CC:Compensation Committee
NCGC:Nominating and Corporate Governance Committee

Our Business

We are a global supplier of innovative test and process solutions for use in manufacturing and testing in key target markets, which include both thefront-end andback-end of the semiconductor manufacturing industry, automotive/EV, defense/aerospace, industrial, life sciences and safety/security. Backed by decades of engineering expertise and a culture of operational excellence, we solve difficult thermal, mechanical, and electronic challenges for customers worldwide while generating strong cash flow and profits. Our strategy leverages these strengths to grow organically and with acquisitions through the addition of innovative technologies, deeper and broader geographic reach, gaining a greater share of wallet with our customers and market expansion.

Since launching our 5-Point Strategy in early 2021, InTest has more than doubled revenue, restructured the business into three technology divisions, built an experienced and driven team, diversified geographically and strengthened our positions in our targeted markets. Our vision is to be the partner of choice for innovative test and process technology solutions. Our mission is to deliver value to our stakeholders by leveraging our deep industry knowledge and expertise to develop and deliver high quality, innovative customer solutions and superior support for complex challenges worldwide. We are committed to being recognized as a leader in our markets for engineering design and manufacturing capabilities. Our engineering expertise, manufacturing skills and knowledge of applications help solve our customers’ most complex challenges in their manufacturing and quality processes. Our products provide highly engineered, high

quality and cost-effective test and process solutions, which are delivered with a customer focus that are intended to drive a high level of customer satisfaction.

We have evolved our strategy to VISION 2030 and remain committed to consistently developing unique and differentiated solutions through innovative new product development and acquisitions. We expect to continue to expand our portfolio of products, services and support and consistently deliver increased value to our customers, all of which we believe will drive revenue growth and earnings power.

2 –InTest Corporation |2025 Proxy Statement

VISION 2030

CREATING STOCKHOLDER VALUE

Backed by decades of engineering expertise and a culture of operational excellence, InTest solves difficult thermal, mechanical, and electronic challenges for customers worldwide while generating strong cash flow and profits. We have a solid foundation from which to build and an experienced leadership team to drive change through a robust strategic plan. We are building off the foundation we have established, incorporating our 5-Point Strategy into our operating system that is part of our DNA and capturing the momentum gained over the last four years to drive our VISION 2030 goal of doubling revenue, creating greater scale and driving operating leverage. While we have more work to do, we believe we have the people, processes, skills and technologies to execute on our plan.

InTest Corporation |2025 Proxy Statement – 3

Sustainability for our Business, Environment and Communities:

A comprehensive, accountable approach

InTest Corporation recognizes the importance of its responsibility to ensure sustainability and resiliency for the long-term success of the business and all of its stakeholders. While still early in our journey, we continue to enhance our practices, document our processes and enable the proper oversight and governance to drive continuous improvement. Our Vice President of Corporate Development and Sustainability Compliance Officer, Richard Rogoff, leads an interdisciplinary working group focused on driving our corporate social responsibility and environmental sustainability initiatives. This group meets regularly to monitor and manage our sustainability initiatives, evaluate progress and identify shortcomings.

We have chosen to apply recognized standards, including the Sustainability Accounting Standards Board (“SASB”) and the World Resources Institute’s Greenhouse Gas Protocol, to inform sustainability reporting. SASB standards allow organizations to disclose industry-based sustainability risks and opportunities that can affect enterprise value. We strive to meet the Electrical and Electronic Equipment industry framework, where applicable.

We have captured our performance against the key indicators of sustainability in our recently released 2024 Sustainability Fact Sheet which is available on our website athttps://ir.intest.com/corporate-governance.

The key pillars of our sustainability strategy are:

Environmental Accountability

Our Environmental Policy can be found on our website athttps://ir.intest.com/corporate-governance.

We believe that environmental responsibility is important to our future, and we are committed to enabling a better, safer, and more sustainable world. Recognizing the importance of environmental conservation across the globe, InTest strives to embrace energy-efficient, water conscious and environmentally-sound behaviors and values as part of our overall business decision making process.

InTest is committed to reducing energy and water consumption throughout its operations and facilities to mitigate our environmental impact. The Company’s business units have taken various actions to reduce energy and water use. Executive management and our Sustainability working group encourage and drive these initiatives. In 2024, we completed a replacement program for all lighting fixtures with LEDs. We acquired Alfamation in 2024 which utilizes solar power to provide ~40% of their total electric consumption. This equates to ~3% of InTest’s total electricity consumption. While the business grew 7%, electricity usage increased just ~4% and natural gas consumption declined ~6%.

We incorporate the principles of Environmental Accountability into our product development as well. Our Acculogic business has created a cost-effective automated test platform for EV batteries, offering accelerated performance and a fast, accurate and reliable test of battery array interconnections. Our STINGRAY System provides reliability testing for battery technologies that power EVs to ensure the batteries are performing as specified. Further, the ECO Series is an environmentally friendly Temptronic® ThermoStream® temperature-forcing system that uses less energy and emits low audible noise. The system, which incorporates InTest’s proprietary technology, operates on a 20-amp circuit and is notably quiet at 56 dBA. Other examples include the ECO-710 and ECO-810 which are

4 –InTest Corporation |2025 Proxy Statement designed for 24/7/365-use in production or lab environments, where audible noise, heat dissipation and energy usage are of concern. Critical to note as well, our Ambrell business is centered around induction heating technology, a process heating technology that replaces the use of fossil fuels.

Social Involvement

Our employees are core to our success and sustainability and to that end, recruitment and retention, training and development, compensation and benefits are key elements of our human capital focus. Importantly, we are fully engaged with our employees and use various engagement tools to both keep our teams informed while also learning from our 425 employees around the world.

Attracting and retaining top talent is a key strategic focus, with the Company engaging in robust recruitment efforts across the organization. This includes partnering with local educational institutions and professional development networks, internship programs (HR, Engineering, Operations, Corporate), apprenticeship programs, and municipalities, such as the City of Rochester and local communities, for enlisting top talent. Several of our businesses also offer part-time employment opportunities to local college students, providing them with early exposure to careers in manufacturing.

We take pride in fostering a culture of professional development, allowing employees to feel engaged and supported in their jobs, to grow in their respective roles and to advance within the Company. From senior management to our newest hire, InTest strives to promote growth and advancement, with the objective of a more connected and resilient workforce. To support this goal, we leverage a mix of virtual andinstructor-led learning opportunities to reach employees globally. Our learning platform offers over 700 courses focused on areas such as Microsoft products, OSHA-approved Safety training, Information Systems and Cyber Security, management and behavioral training. In addition, we launched the first cohort of our InTest Leadership Academy which is anomination-led process identify our future leaders and involving them in a 10-month program focusing on leadership capabilities within themselves and interacting with others. We also provide annual safety-related instruction on CPR, first aid, and automated external defibrillator, ladder, fire extinguisher and forklift use to all applicable employees to ensure the highest level of safety for our team members. Safety is the foundation of our daily operations, which we believe is one of the key reasons our Company continues to thrive. InTest consistently updates its safety strategy to protect employee health and safety based on the belief that employees should feel safe in their working environments. Health and safety data is regularly monitored by executive leadership and the Board of Directors to catalogue improvements and enhance execution. In addition, we completed third-party audits in 2023 and worked with the safety auditor to address their findings in 2024 to assist with ensuring the value our safety program brings.

Prioritizing our employees is a significant management and human resources strategy. Management and human resources regularly assess corporate actions and programs for implementation that will most benefit our employees and the organization. We use comprehensive salary survey data to ensure that all positions within the company are compensated competitively in alignment with current market standards. This approach helps us attract and retain top talent while maintaining fairness and equity across our workforce. Our employee benefits and compensation programs at InTest are overseen by our Corporate Vice President of Human Resources, Ingrid Smith.

InTest also believes in giving back to the communities where our employees live and work. Whether it’s contributing to a toy drive or helping disadvantaged community members, our employees take pride in caring for one another. We encourage volunteerism and look to find more ways to support our employees’ involvement in local charities. In 2024, InTest supported our employees to participate in food drives, Earth Day cleanup activities, Veterans support initiatives, and clothes drives. We continue to look at other ways to support our local communities.

InTest Corporation |2025 Proxy Statement – 5

Responsible Governance

We have a Board of Directors (the “Board”) that is comprised of five directors of which four are independent. Each of our Audit, Compensation and Nominating and Corporate Governance Committees have only independent directors as members and chairs.

Key Board Composition Facts:

●Given the size of the Company, we maintain a small and active board of five members.
●The average age of our directors is 60 years
●Of the 5 directors, four are under the age of 65
●Director experience includes legal, accounting, former CEO and capital markets
●The average tenure of the board is 7 years

Key Governance Policy Facts:

●The Board is not classified and each of our directors stand for re-election at each Annual Meeting.
●The Chair and CEO roles are separate and distinct
●There is a minimum stock ownership requirements for our directors

Key Governance Characteristics:

●Engaged Board participation and attendance record
●No stockholder rights plan (poison pill) in place
●One class of voting stock
●No conflicts with other Board service commitments and no director serves on more than one other public company board
●Regular executive sessions excluding management

6 –InTest Corporation |2025 Proxy Statement

804 East Gate Drive, Suite 200

Mt. Laurel, New Jersey 08054

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 18, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 18, 2025: Copies of this Proxy Statement and our 2024 Annual Report to Stockholders are available atwww.proxydocs.com/INTT.

This proxy statement and the enclosed proxy card are intended to be sent or given to stockholders of InTest on or about May 6, 2025, in connection with the solicitation of proxies on behalf of the Board for use at our Annual Meeting of Stockholders, to be held virtually via live webcast on Wednesday, June 18, 2025, at 11:00 A.M. Eastern Daylight Time.

InTest Corporation |2025 Proxy Statement – 7

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.