Rich Rogoff promoted to lead InTest (NYSE: INTT) as new CEO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
InTest Corporation announced that Richard N. Grant, Jr. has stepped down as President, Chief Executive Officer and director, effective immediately, in accordance with his 2020 offer letter and not due to any disagreement over operations, policies or practices. He is eligible for severance equal to 12 months of base salary, conditioned on signing a separation and release agreement.
The Board appointed Richard Rogoff, previously Vice President of Corporate Development, as President, CEO and director effective March 31, 2026. Under a new agreement, he will receive a $375,000 annual base salary, a 2026 target bonus equal to 65% of base salary, and performance-vesting stock options for up to 300,000 shares with a 10-year term, vesting based on share price performance over a three-year period.
Positive
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Negative
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Insights
InTest executes an internal CEO succession with performance-based pay.
InTest is transitioning from CEO Richard Grant to internal executive Richard Rogoff, with no stated disagreements and a process the Board describes as comprehensive. Using an internal candidate with prior corporate development and division leadership experience can support continuity in strategy and culture.
Rogoff’s package combines a $375,000 base salary with a 65% target bonus and 300,000 performance-vesting stock options. Tying vesting to the stock’s volume weighted average price over three years links a large portion of potential upside to longer-term shareholder value, though actual impact depends on future performance and market conditions.
8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New CEO base salary: $375,000 per year
CEO 2026 bonus target: 65% of base salary
Performance option grant size: 300,000 shares
+4 more
7 metrics
New CEO base salary
$375,000 per year
Annual base salary for Richard Rogoff under his letter agreement
CEO 2026 bonus target
65% of base salary
Target bonus opportunity for Rogoff for 2026 under the CEO short term incentive plan
Performance option grant size
300,000 shares
Maximum shares under Rogoff’s initial performance-vesting stock option award
Option term
10 years
Term of Rogoff’s performance-vesting stock options from the Grant Date
Performance period length
3 years
Performance period for option vesting from Grant Date to third anniversary
VWAP measurement window
20 consecutive trading days
Final VWAP window used to determine performance for option vesting
Severance for former CEO
12 months base salary
Severance entitlement for Richard Grant, subject to separation agreement
Key Terms
performance-vesting stock options, volume weighted average price, Operating Efficiency Committee, forward-looking statements, +2 more
6 terms
performance-vesting stock options financial
"an initial award of performance-vesting stock options to acquire up to 300,000 shares"
volume weighted average price financial
"based on the volume weighted average price of the Company’s Common Stock"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Operating Efficiency Committee financial
"In April of 2025 InTest established an Operating Efficiency Committee, which included Rich Rogoff"
forward-looking statements regulatory
"This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
short term incentive plan financial
"the applicable performance goals set forth in the approved CEO short term incentive plan (the “2026 Bonus”)"
indemnification agreement regulatory
"Mr. Rogoff will enter into the Company’s standard form of indemnification agreement for directors and officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices, including zip code)
(856 ) 505-8800
(Registrant's Telephone Number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2026, Richard N. Grant, Jr. stepped down as President and Chief Executive Officer of InTest Corporation (the “Company”) and from his director position on the Company’s Board of Directors (the “Board”) effective immediately. Mr. Grant’s departure from the Board was pursuant to the terms of his offer letter dated July 24, 2020 (the “offer letter”) and was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Grant’s departure from the Company, and in accordance with his offer letter, Mr. Grant is entitled to severance equal to 12 months base salary paid in accordance with the Company’s customary payroll practices, which is expressly conditioned upon his execution and non-revocation of a confidential separation agreement and general release of claims in a form acceptable to the Company.
Further, on March 31, 2026, the Board approved, effective immediately (the “Start Date”), the appointment of Richard Rogoff to the position of President and CEO and to fill the vacancy on the Board left by Mr. Grant’s separation from the Company. Mr. Rogoff, 59, has served as Vice President of Corporate Development of the Company since October 2021. Prior to joining the Company, Mr. Rogoff spent 7 years at Onto Innovation, a developer of process control, metrology, inspection, and software solutions for the semiconductor industry, and one of its predecessor companies, initially serving as Vice President and Business Unit Manager Lithography systems and later as Vice President Strategic Initiatives and Integration Management Officer in which he managed the company’s mergers and acquisitions integration office. Mr. Rogoff holds a BS in Microelectronic Engineering from the Rochester Institute of Technology in Rochester, NY, and an MBA for Executives from INSEAD in Paris, France. The Board believes that Mr. Rogoff’s leadership experience, together with his industry knowledge and experience, enable him to help drive corporate strategies and make valuable contributions as one of the Company’s directors.
On March 26, 2026, Mr. Rogoff entered into a letter agreement (the “Agreement”) with the Company, subject to his appointment as the Company’s President, Chief Executive Officer and a director on the Board. The Agreement provides that Mr. Rogoff’s employment will be on an at-will basis and that he will be entitled to an annual base salary (“Base Salary”) of $375,000 per year, subject to periodic review by the Board’s compensation committee. During Mr. Rogoff’s employment, he will be eligible to participate in the Company’s annual bonus award plan.
For 2026, Mr. Rogoff’s target bonus opportunity will be 65% of the Base Salary and in lieu of prorating his existing bonus, he will be eligible to earn the full bonus based on the Base Salary upon the satisfaction of the applicable performance goals set forth in the approved CEO short term incentive plan (the “2026 Bonus”) as previously disclosed in the Company Current Report on Form 8-K, filed on March 6, 2026. For fiscal years 2027 and thereafter, Mr. Rogoff’s goals for his annual bonus award will be set forth in the Company’s executive officer compensation plan for such fiscal year and his award thereunder.
Mr. Rogoff will also receive, on the last trading day of the month of the Start Date (the “Grant Date”), an initial award of performance-vesting stock options to acquire up to 300,000 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), with an exercise price per share equal to the closing price of a share of Common Stock on the Grant Date, and a term of 10 years from the Grant Date (the “Performance Options”). The Performance Options will be granted pursuant to the inTEST Corporation 2023 Stock Incentive Plan, as amended from time to time and will vest subject to Mr. Rogoff’s continued employment with the Company and based on the achievement of a performance goal relating to the Common Stock during a three-year performance period that begins on the Grant Date and ends on the third anniversary of the Grant Date (the “Performance Period”). The performance goal will provide for vesting based on the volume weighted average price of the Company’s Common Stock over the final 20 consecutive trading days of the Performance Period.
The foregoing description is qualified in its entirety by reference to the full text of the letter agreement between the Company and Mr. Rogoff, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. There are no family relationships between Mr. Rogoff and any of the Company’s officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. The Company is not aware of any transactions with Mr. Rogoff that would require disclosure under Item 404(a) of Regulation S-K. Mr. Rogoff will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2020, and is incorporated herein by reference. As an employee director, Mr. Rogoff will not be eligible for any director fees.
Item 8.01. Other Events.
On April 1, 2026, the Company issued a press release announcing the appointment of Richard Rogoff to the position of President and Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1 to this Current report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | * # ^ | Letter Agreement between the Company and Richard Rogoff dated March 26, 2026. | ||||||
| 99.1 | Press Release Dated April 1, 2026. | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
| * | Indicates a management plan or compensatory plan or arrangement | |||||||
| # | Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. | |||||||
| ^ | Certain portions of this exhibit have been omitted (indicated by asterisks) pursuant to Item 601(b) of Regulation S-K because the omitted information is (i) not material and (ii) the type of information that the Company treats as private or confidential. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| InTest CORPORATION | |||||||||||
| By: | /s/ Duncan Gilmour | ||||||||||
| Duncan Gilmour | |||||||||||
| Chief Financial Officer, Treasurer and Secretary | |||||||||||
Date: April 2, 2026
Exhibit 99.1
 | NEWS RELEASE | ||||
804 EAST GATE DRIVE, SUITE 200, MOUNT LAUREL, NJ 08054
FOR IMMEDIATE RELEASE
InTest Promotes Rich Rogoff to Chief Executive Officer
MT. LAUREL, NJ – April 1, 2026 - InTest Corporation (NYSE American: INTT), a global supplier of innovative test and process technology solutions for use in manufacturing and testing in key target markets which include Semiconductor, Auto/EV, Defense/Aerospace, Industrial, Life Sciences, and Safety/Security, today announced that Rich Rogoff, Division President of InTest’s Environmental Technologies Division, has also been named President and Chief Executive Officer of InTest Corporation and appointed to the InTest Board of Directors, replacing Nick Grant who has served as President, CEO and Board member since 2020, effective immediately.
Mr. Rogoff joined InTest in October 2021 as Vice President Corporate Development. In that role he led InTest’s acquisitions of Acculogic, Videology and Alfamation and on an interim basis ran InTest’s Process Technologies and Environmental Technologies Divisions, before being promoted to Division President Environmental Technologies in June 2025. Mr. Rogoff was also instrumental in establishing InTest’s Center of Excellence in Penang, Malaysia. Earlier in his career Mr. Rogoff spent 7 years at Onto Innovation and one of its predecessor companies as Vice President and Business Unit Manager Lithography Systems and then Vice President Strategic Initiatives and Integration Management Office. Prior to that, he spent more than 20 years at ASML Inc. where he held positions including Vice President Business Development & Business Unit Manager Optics and Vice President European Sales & Worldwide Account Support. Mr. Rogoff holds a BS in Microelectronic Engineering from the Rochester Institute of Technology in Rochester, NY, and an MBA for Executives from INSEAD in Paris, France.
“I’d like to thank Nick for his leadership of InTest over the last five years. He leaves InTest a larger and more diversified company than when he joined, serving marquee customers across an expanded range of end markets and with multiple growth initiatives in place,” said Joe Dews, Chairman of InTest. “The Board’s vision for InTest is to scale the business while realizing operating leverage to create shareholder value. In April of 2025 InTest established an Operating Efficiency Committee, which included Rich Rogoff, chartered to improve operational efficiency and drive operating leverage across InTest. To oversee this initiative Jeff Beck, who joined the InTest Board in 2019 after a distinguished operating career across both private equity and leading public companies including Ametek and Danaher, was named Vice Chairman of the InTest Board and designated the Board observer on the Operating Efficiency Committee. The leadership change we are announcing today follows a comprehensive process led by the Board during which we considered both internal and external candidates to implement our vision. We believe that Rich’s skill set and deep knowledge of InTest’s portfolio of businesses will enable him to drive both growth and increased profitability.”
About InTest Corporation
InTest Corporation is a global supplier of innovative test and process technology solutions for use in manufacturing and testing in key target markets including both the front-end and back-end of the semiconductor manufacturing industry (“Semi”), Automotive/EV, Defense/Aerospace, Industrial, Life Sciences and Safety/Security. 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. InTest’s growth strategy leverages these strengths to grow organically and with acquisitions through the addition of innovative technologies, deeper and broader geographic reach, customer penetration and market expansion. For more information, visit https://www.intest.com/.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements do not convey historical information but relate to predicted or potential future events and financial results, such as statements of the Company’s plans, strategies and intentions, or our future performance or goals, that are based upon management’s current expectations. These forward-looking statements can often be identified by the use of forward-looking terminology such as “believe,” “drive,” “increased,” “grow,” “will,” “plan,” “strategy,” “target,” or similar terminology. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, any mentioned in this press release as well as the Company’s ability to manage transitions in executive leadership, execute on its strategy; realize the potential benefits of acquisitions and successfully integrate any acquired operations; grow the Company’s presence in its key target and international markets; manage supply chain challenges; convert backlog to sales and to ship product in a timely manner; the success of the Company’s strategy to diversify its markets; the impact of inflation on the Company’s business and financial condition; indications of a change in the market cycles in the semi market or other markets served; changes in business conditions and general economic conditions both domestically and globally including changes in U.S. and/or foreign trade policy, rising interest rates and fluctuation in foreign currency exchange rates; changes in the demand for semiconductors; access to capital and the ability to borrow funds or raise capital to finance potential acquisitions or for working capital; changes in the rates and timing of capital expenditures by the Company’s customers; and other risk factors set forth from time to time in the Company’s Securities and Exchange Commission filings, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by the Company in this press release is based only on information currently available to management and speaks to circumstances only as of the date on which it is made. The Company undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events, except as required by law.
Contacts:
InTest Corporation | Investors: | ||||
Duncan Gilmour | Jody Burfening / Sanjay Hurry | ||||
Chief Financial Officer and Treasurer | Alliance Advisors IR | ||||
Tel: (856) 505-8999 | INTTIR@allianceadvisors.com | ||||
Tel: (212) 838-3777 | |||||
FAQ
What leadership change did InTest (INTT) announce in this 8-K filing?
InTest reported that Richard N. Grant, Jr. stepped down as President, CEO and director, effective immediately. The Board simultaneously appointed internal executive Richard Rogoff as the new President, Chief Executive Officer and a director, marking a planned leadership transition rather than a dispute-driven departure.
Why did former CEO Richard Grant leave InTest (INTT)?
Richard Grant’s departure followed the terms of his July 24, 2020 offer letter and was described as not related to any disagreement over operations, policies or practices. The filing presents it as a contractual, orderly transition overseen by the Board rather than a conflict-based resignation.
What is new CEO Richard Rogoff’s compensation package at InTest (INTT)?
Richard Rogoff’s agreement provides a $375,000 annual base salary and a 2026 bonus opportunity equal to 65% of base salary, subject to performance goals. He will also receive performance-vesting stock options for up to 300,000 shares with a 10-year term, aligning much of his upside with share performance.
How will Richard Grant be compensated after leaving InTest (INTT)?
Upon departure, Richard Grant is entitled to severance equal to 12 months of base salary, paid under normal payroll practices. This benefit is expressly conditioned on his signing and not revoking a confidential separation agreement and general release of claims in a form acceptable to the company.
How do Richard Rogoff’s stock options at InTest (INTT) vest?
Rogoff’s initial award consists of performance-vesting options to buy up to 300,000 shares at the Grant Date closing price with a 10-year term. Vesting requires continued employment and achieving a stock-price goal based on the volume weighted average price over the final 20 trading days of a three-year period.
Filing Exhibits & Attachments
6 documentsPress Releases
Agreements & Contracts
Intest
NYSE:INTT
INTT Rankings
INTT Latest News
INTT Latest SEC Filings
Apr 2, 2026
[Form 4] INTEST CORP Insider Trading Activity
Apr 2, 2026
[Form 4] INTEST CORP Insider Trading Activity
Apr 2, 2026
[144] INTEST CORP SEC Filing
Mar 23, 2026
[Form 4] INTEST CORP Insider Trading Activity
INTT Stock Data
175.81M
10.74M
Semiconductor Equipment & Materials
Instruments for Meas & Testing of Electricity & Elec Signals
United States
MT. LAUREL