INTEST CORP 8-K

What Happened
InTest Corporation announced on March 31, 2026 that Richard N. Grant, Jr. stepped down as President, Chief Executive Officer and director. The Board appointed Richard Rogoff, the Company's Vice President of Corporate Development since October 2021, as President and CEO effective March 31, 2026. A press release announcing the appointment was issued April 1, 2026.

Key Details

• Richard Grant is entitled to severance equal to 12 months of his base salary, conditioned on signing a confidential separation agreement and general release.
• Richard Rogoff entered a letter agreement dated March 26, 2026: Base salary $375,000 annually; 2026 target bonus = 65% of base salary (eligible for full 2026 bonus under the approved CEO short-term incentive plan).
• Rogoff will receive performance-vesting stock options to acquire up to 300,000 shares (10‑year term; exercise price = closing price on grant date). Vesting depends on a three-year performance period and a volume-weighted average price (VWAP) metric over the final 20 trading days of that period.
• Rogoff will be an employee director (no director fees), will sign the Company’s standard indemnification agreement, and the Company reported no related-party transactions requiring disclosure.

Why It Matters
This is a material leadership change: a new CEO brings strategic and execution implications for operations and investor expectations. The severance payment and the CEO’s compensation package (cash salary/bonus plus performance options) represent tangible near-term cash and long-term equity incentives that align the new CEO’s pay with Company performance. Investors should note the performance-based nature of the 300,000-option grant and the specific VWAP metric tying equity vesting to future stock-price performance. A company press release dated April 1, 2026 accompanies the 8-K.