Duncan Gilmour

About Duncan Gilmour

Duncan Gilmour (age 53) is Chief Financial Officer, Treasurer and Secretary of inTEST Corporation (INTT), appointed effective June 2021; he previously served as Americas Region Controller at ABB’s Process Automation Measurement & Analytics Division and held senior finance roles at Tyco, with earlier audit experience at PwC. He holds a BAcc Joint Honours in Economics and Accounting from the University of Glasgow and is a Chartered Accountant (ICAS) . During his tenure, INTT emphasizes a multi-year strategy that “more than doubled revenue” since early 2021, while total shareholder return fluctuated: stock closed at $12.72 (12/31/21), $10.30 (12/30/22), $13.60 (12/29/23), and $8.59 (12/31/24) .

Past Roles

External Roles

No external directorships or outside public company board roles disclosed for Mr. Gilmour .

Fixed Compensation

Performance Compensation

2024 Short-Term Incentive (STI)

The STI financial payout grid provides scaling from 0% to 175% of target based on revenue/Adj. EBITDA achievement .

2024 Long-Term Incentives (LTI) – Granted March 6, 2024

Equity mix reflects Committee design using RSAs (retention), PSAs (pay-for-performance), and options (long-term value creation) .

Equity Ownership & Alignment

Beneficial Ownership (as of April 21, 2025)

Outstanding Equity (as of Dec 31, 2024; closing price $8.59)

• Aggregate unvested RSAs/PSAs total 33,629 shares (market value $288,873 at $8.59) .
• All outstanding option strikes ($9.76–$16.80) were above the $8.59 year-end price, implying options were out-of-the-money as of 12/31/24, limiting near-term exercise-driven selling pressure .

Ownership Policies and Alignment

• Management ownership guidelines: CFO must hold 2x base salary in INTT stock; retain 50% of net shares until target met; as of Apr 1, 2025, CFO not yet at target due largely to share price decline, but within five-year phase-in .
• Hedging and pledging prohibited for officers and directors under insider trading policy (no margin purchases or pledging) .
• No related party transactions disclosed for executives/directors in the period .
• Section 16(a) compliance: all executive officers compliant during the prior fiscal year; one late Form 4 was for a former officer, not CFO .

Employment Terms

Compensation Structure Analysis

• Increased at-risk pay in 2024: CFO’s target bonus raised to 65% of base (from prior year by +10 pts), aligning upside to financial, balance sheet, and strategic execution; actual payout was curtailed to 25% due to underperformance on financial and strategic components with partial offset from NWC discipline .
• LTI mix blends RSAs (retention), PSAs (2026 performance), and options (long-term value creation); PSAs reference 2026 metrics, with the proxy describing Adjusted EBITDA % and also audited revenue vs target (vest factor 0–150%), indicating a 3-year performance horizon .
• Equity award timing policy avoids opportunistic grant timing; annual grants occur on the second business day after the 10-K filing; no grants within the specified blackout window near Exchange Act reports in 2024 .
• Use of independent consultant (Radford/Aon) with no conflicts; compensation benchmarked to market medians for similarly sized tech/industrial peers via survey data .

Risk Indicators & Red Flags

• Options under water as of 12/31/24 reduce immediate monetization but could diminish motivational value if prolonged .
• Ownership guideline shortfall as of Apr 1, 2025 increases alignment pressure; however, retention requirement (50% of net shares) and phase-in reduce near-term selling .
• Company restatement triggered a clawback for a different executive; presence and enforcement of clawback policy is positive, but restatement itself is a cautionary governance data point .
• Hedging/pledging prohibited; no pledging disclosed for CFO .

Performance Compensation (Metric Detail)

Director/Committee and Governance Context (for compensation oversight)

• Compensation Committee (all independent): Jeffrey A. Beck (Chair), Steven J. Abrams, Gerald J. Maginnis; 4 meetings in 2024 .
• Say-on-pay on 2024 NEO compensation on ballot with Board “FOR” recommendation (annual frequency also on ballot with “ONE YEAR” recommended) .

Investment Implications

• Alignment: CFO pay structure ties significant upside to revenue/Adj. EBITDA, working capital efficiency, and strategic integration (Alfamation), with 3-year PSAs targeting 2026 performance; 2024 payout at 25% underlines downside sensitivity when targets are missed .
• Selling pressure: Near-term selling risk appears modest—options were out-of-the-money at 12/31/24 and ownership guidelines require 50% net-share retention until the 2x-salary target is met; multiple RSA tranches vest annually, but retention and policy constraints dampen immediate liquidity events .
• Retention/CoC: Double-trigger CoC with 1x salary, benefits, and one-year variable comp plus equity acceleration provides standard-market protection without tax gross-ups; non-compete and non-solicit support continuity .
• Execution risk: The Company states revenue more than doubled since early 2021, but 2024 TSR was down ~37% Y/Y; PSAs focused on 2026 performance raise stakes for multi-year execution, particularly on profitability and/or growth (as described) .

No related-party transactions disclosed; Section 16 compliance observed; hedging/pledging prohibited—overall governance posture supports shareholder alignment .