Gerald Maginnis
INTESTAbout Gerald J. Maginnis
Independent director (since June 2020) and Chair of the Audit Committee at inTEST (INTT); age 69. Career audit leader and CPA; former Managing Partner of KPMG’s Philadelphia office and Audit Practice leader for Pennsylvania; holds a B.S. from Saint Joseph’s University. The Board deems him independent and cites his extensive audit/accounting leadership as rationale for his Audit Chair role . He also observes the company’s internal IT/Cybersecurity committee quarterly to facilitate Board cyber-risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (Philadelphia) | Managing Partner | 2006–2015 | Led office; previously Partner-in-Charge, PA Business Unit Audit Practice (Philadelphia, Pittsburgh, Harrisburg), 2002–2008; earlier audit partner serving info/communications/entertainment clients |
| Pennsylvania Institute of Certified Public Accountants | President | 2014–2015 | State CPA society leadership |
| AICPA Council | Council Member | 2014–2017 | National profession governance |
| AICPA Foundation | Trustee; Treasurer | 2015–Mar 2020; Treasurer 2018–2020 | Oversight of foundation finances |
External Roles
| Organization | Role | Public? | Tenure | Notes |
|---|---|---|---|---|
| Cohen & Steers Mutual Fund Complex (20 funds, incl. 9 NYSE-listed CEFs) | Director; Audit Committee Chair | Yes (closed-end funds listed) | Director since Oct 2015; Audit Chair since Jan 2019 | Chairs Audit across 20 funds; 9 closed-end funds trade on NYSE |
Board Governance
- Current committee assignments (post-2025 annual meeting): Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Audit Committee “financial expert”: The Board determined Maginnis (and Beck) meet Item 401 “audit committee financial expert” criteria; Audit Committee is fully independent .
- Board and committee activity/attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board/committee meetings where they served; Audit Committee held 15 meetings; Nominating & Corporate Governance held 2 meetings .
- Independence and leadership: All directors except the CEO are independent; Board Chair is independent (Joseph W. Dews IV), with CEO and Chair roles separated .
- Cyber/risk oversight: Maginnis attends quarterly IT Committee meetings as Board observer to strengthen cyber risk oversight .
- Shareholder voting (2025): Elected with 6,965,280 votes “for” and 162,765 “withheld” (2,763,479 broker non-votes) .
- Say-on-Pay (2025): 5,610,149 for; 630,963 against; 886,933 abstain; frequency vote favored annual (1 year) with 6,129,583 votes .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair/Member Fees ($) | Total Cash ($) | Equity Grant | Equity Fair Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 25,000 | 20,000 Audit Chair; 5,000 NCGC member | 50,000 | 9,000 restricted shares (time-vested quarterly in 2024) | 101,970 (based on $11.33 grant-date close) | 151,970 |
| 2023 | 25,000 | 20,000 Audit Chair; 5,000 NCGC member | 50,000 | 9,000 restricted shares (time-vested quarterly in 2023) | 144,540 (based on $16.06 grant-date close) | 194,540 |
Notes:
- Director equity awards (non-employee) are time-vested restricted stock; vest 25% on Mar 31, Jun 30, Sep 30, Dec 31 of grant year, subject to continued service .
- Director pay levels are reviewed with independent consultant Radford (Aon); committee affirmed no conflicts of interest .
Performance Compensation (Director)
| Component | Performance Metric(s) | Targets/Thresholds | Vesting/Payment Terms |
|---|---|---|---|
| Director equity | None (time-vested RS) | N/A | 25% quarterly in year of grant, service-based |
No performance-conditioned equity or bonuses are disclosed for non-employee directors; equity is service-based restricted stock .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Cohen & Steers Mutual Fund Complex (incl. 9 NYSE CEFs) | Asset management/funds | Director; Audit Committee Chair | Audit Chair across 20 funds | None disclosed with INTT; Board found no conflicts affecting independence . |
Expertise & Qualifications
- CPA; deep audit/accounting expertise; KPMG Philadelphia Managing Partner and PA Audit Practice leader; extensive industry audit experience .
- Board-designated audit committee financial expert .
- Governance/oversight leadership across public fund boards (Audit Chair since 2019) .
- Education: B.S., Saint Joseph’s University .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Apr 21, 2025 | 70,500 | <1% (denoted “*”) | Includes 9,000 restricted shares |
| Apr 22, 2024 | 59,750 | <1% (denoted “*”) | Includes 9,000 restricted shares (of which 6,750 were 2024 director shares) |
Additional alignment policies:
- Director stock ownership guideline: 5× annual cash retainer; compliance required within 5 years; as of Apr 1, 2025, all non-employee directors were in compliance .
- Hedging/shorting/margin/pledging prohibited for directors and officers under insider trading policy .
Governance Assessment
- Strengths:
- Independent Audit Chair with “financial expert” designation and extensive audit leadership; Audit Committee met 15× in 2024, indicating active oversight .
- Enhanced cyber oversight via Board observer role on IT Committee; structured risk oversight across committees .
- Strong shareholder support for re-election in 2025; clear independence and separation of Chair/CEO roles .
- Director ownership guideline compliance and prohibition on hedging/pledging support alignment .
- Active clawback policy enforced following restatement (erroneous compensation recovery) – signals willingness to enforce accountability (executive example) .
- Potential Watch Items / RED FLAGS:
- None disclosed specific to Maginnis: no related-party transactions; Board reports no matters affecting his independence .
- Director equity is time-based (not performance-conditioned); while standard for small-caps, it places emphasis on service tenure rather than performance metrics .
- Shareholder Feedback Signals:
- 2025 Say-on-Pay advisory vote: 5.61M for vs 0.63M against (0.89M abstain); annual frequency preferred (6.13M “1 year”), suggesting continued investor support for compensation practices .