inTEST Corp. Reports Executive Compensation Changes on Feb 5

TL;DR

**inTEST Corp. just tweaked executive pay and possibly leadership; watch for strategic shifts.**

AI Summary

inTEST Corporation filed an 8-K on February 7, 2024, reporting events that occurred on February 5, 2024, related to changes in its executive compensation and potentially the departure or election of directors or officers. This filing indicates that the company is making adjustments to its leadership's financial arrangements, which could signal strategic shifts or efforts to retain key talent. For investors, these changes are important because they can impact the company's financial health, governance, and future performance, potentially affecting stock value.

Why It Matters

Changes in executive compensation and leadership can signal strategic shifts or efforts to retain key talent, directly impacting the company's financial health and future performance.

Risk Assessment

Risk Level: medium — Changes in executive compensation and potential leadership shifts introduce uncertainty regarding future company direction and stability.

Analyst Insight

Investors should monitor subsequent filings or company announcements for specific details regarding the executive compensation and potential leadership changes to assess their impact on the company's strategic direction and financial outlook.

Key Numbers

• $0.01 — par value per share (for inTEST Corporation's Common Stock)

Key Players & Entities

• inTEST Corporation (company) — the registrant filing the 8-K
• February 5, 2024 (date) — date of the earliest event reported
• February 7, 2024 (date) — date the 8-K was filed
• $0.01 (dollar_amount) — par value per share of Common Stock
• INTT (company) — trading symbol for inTEST Corporation
• NYSE American (company) — exchange where inTEST Corporation's stock is registered

Forward-Looking Statements

• inTEST Corporation will provide more details on the specific changes to compensatory arrangements or leadership in future filings or press releases. (inTEST Corporation) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share INTT NYSE American Indica
• $95,266 — t will pay to Mr. Nolen an aggregate of $95,266.13, representing three months' severanc

Filing Documents

• intt20240207_8k.htm (8-K) — 27KB
• ex_623568.htm (EX-10.1) — 69KB
• 0001437749-24-003390.txt ( ) — 237KB
• intt-20240205.xsd (EX-101.SCH) — 3KB
• intt-20240205_def.xml (EX-101.DEF) — 11KB
• intt-20240205_lab.xml (EX-101.LAB) — 15KB
• intt-20240205_pre.xml (EX-101.PRE) — 11KB
• intt20240207_8k_htm.xml (XML) — 3KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, on January 9, 2024, inTEST Corporation (the "Company") and Scott Nolen mutually agreed that Mr. Nolen's employment with the Company would end effective immediately. In connection with Mr. Nolen's departure, on February 5, 2024, Mr. Nolen and the Company entered into a separation agreement (the "Agreement"). Pursuant to the terms of the Agreement, and subject to Mr. Nolen's compliance with the terms of the Agreement, the Company has agreed that: (i) it will pay to Mr. Nolen an aggregate of $95,266.13, representing three months' severance, his accrued but unused paid time off, and the cost of COBRA continuation for three months, less applicable deductions and withholdings; (ii) Mr. Nolen's outstanding performance shares granted under that certain Restricted Stock Award Agreement signed by the Company on March 23, 2021, shall vest with respect to a number of shares as determined based on the Company's actual 2023 results; and (iii) it will pay Mr. Nolen the 2023 Short Term Incentive Bonus that Mr. Nolen would have otherwise earned had he remained employed as determined based on the Company's actual 2023 results, less applicable deductions and withholdings. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Separation Agreement, dated February 5, 2024, between inTEST Corporation and Scott Nolen. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. 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: February 7, 2024

View Full Filing

View this 8-K filing on SEC EDGAR