Joseph Dews IV
INTESTAbout Joseph W. Dews IV
Joseph W. “Joe” Dews IV (age 58) is an independent director of InTest Corporation and has served on the Board since April 2014; he has been the independent Chairperson of the Board since June 2019 . He is a Managing Director at Craig-Hallum Capital Group and previously held senior investment banking roles at AGC Partners and ThinkEquity; he also has a technical background (B.S. in Applied & Engineering Physics, Cornell University) and early semiconductor industry experience as a Field Applications Engineer at Cirrus Logic KK . The Board has determined he is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AGC Partners (investment bank) | Partner (including Managing Director and Partner roles) | Jul 2012 – May 2019 | Strategic and financial advisor to technology companies on capital markets and M&A; sector familiarity with semiconductor/industrial tech |
| ThinkEquity LLC (investment bank) | Managing Director and Partner | May 2007 – Jul 2012 | Corporate strategy, capital raising, buybacks, and acquisitions advisory |
| Cirrus Logic KK (semiconductor) | Field Applications Engineer | ~2 years (early career) | Technical support/semiconductor applications expertise |
External Roles
| Organization | Role | Since |
|---|---|---|
| Craig-Hallum Capital Group | Managing Director | May 2019 |
Board Governance
- Roles and independence: Independent Director since 2014; Independent Chairperson of the Board since 2019; Board determined independent under NYSE American rules .
- Current committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Post-2025 annual meeting committee compositions maintain these assignments (Dews on NCGC and CC) .
- Attendance and engagement: In 2024 the Board met 10 times; each director attended at least 75% of Board and committee meetings for which they were a member. All directors except Jeffrey A. Beck attended the 2024 annual meeting; Dews attended .
- Governance structure: Chair and CEO roles are separated (Dews as independent Chair). Regular executive sessions excluding management. No director serves on more than one other public company board (helps avoid overboarding) .
- Related-party and conflicts: The Board identified no matters requiring consideration for independence; no related-party transactions involving directors/officers meeting disclosure thresholds in 2024/2025 .
Board and Committee Meetings (2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 10 |
| Audit Committee | 15 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 2 |
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $25,000 |
| Board Chair additional retainer | $40,000 |
| Compensation Committee member fee | $5,000 |
| Nominating & Corporate Governance Committee member fee | $5,000 |
| Total cash fees (2024) | $75,000 |
| Equity grant (Restricted Stock Units/Shares) | 9,000 shares (grant in March 2024; vests 25% on Mar 31, Jun 30, Sep 30, Dec 31, 2024; grant-date fair value based on $11.33 closing price) |
| Stock awards fair value (2024) | $101,970 |
| Total (cash + equity FV) | $176,970 |
Notes: Equity grants to non-employee directors in March 2024 were structured as time-based restricted stock vesting quarterly through year-end 2024 to align interests with shareholders .
Performance Compensation
| Element | Detail |
|---|---|
| Performance equity (PSUs) | None disclosed for directors (2024 grants were time-based restricted stock) |
| Options | None disclosed for directors in 2024 director compensation table |
| Performance metrics | Not applicable to director equity; director equity vests time-based (quarterly) |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Notes |
|---|---|---|
| — | No other public company directorships disclosed for Dews | Company policy indicates no director serves on more than one other public company board; Dews’ biography lists no additional public boards |
Expertise & Qualifications
- Capital markets and M&A: 20+ years as an investment banker advising tech companies on strategy, capital raises, buybacks, and acquisitions; sector familiarity with semiconductor and industrial technology businesses .
- Technical foundation: B.S. in Applied & Engineering Physics (Cornell) and early semiconductor experience as a Field Applications Engineer (Cirrus Logic KK) .
- Governance experience: Chairperson of the Board since 2019; service on Compensation and Nominating & Corporate Governance Committees .
- Independence: Board determined independent; separation of Chair/CEO roles reinforces independent oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of Apr 21, 2025) | 114,250 shares |
| Percent of class | <1% (asterisk per company table) |
| Shares outstanding (context) | 12,494,760 shares as of Apr 21, 2025 |
| Included restricted shares | 9,000 Restricted Shares included in beneficial ownership |
| Stock options | No options disclosed for Dews in beneficial ownership footnote (only restricted shares noted) |
| Pledging/Hedging | Company policy prohibits hedging, monetization, short sales, and pledging by directors and officers |
| Director ownership guidelines | Minimum holding = 5x annual cash retainer; as of Apr 1, 2025, all non-employee directors were in compliance |
Governance Assessment
- Positives (confidence enhancers):
- Independent Board Chair with sector-relevant capital markets and semiconductor experience; separation of Chair/CEO roles .
- Active board/committee cadence; all directors met ≥75% attendance; Dews attended the 2024 annual meeting .
- Strong alignment features: time-based director equity; director stock ownership guidelines (5x retainer) with compliance; hedging/pledging prohibited .
- No related-party transactions involving directors/officers meeting disclosure thresholds; independence affirmed with no issues noted .
- Watch items (potential risk indicators):
- Company recorded a Q3’23 restatement and enforced clawback on a covered executive in 2024; while this demonstrates policy enforcement and oversight, restatements can pressure investor confidence and elevate audit/control scrutiny (Audit Committee held 15 meetings in 2024) .
- Dews’ primary employment in investment banking (Craig-Hallum) can create theoretical perceived conflicts if the firm were to engage commercially with InTest; however, the company disclosed no related-party transactions and maintained director independence determinations without exceptions .
Overall: Dews brings differentiated capital markets and sector expertise as an independent Chair, with clean independence, solid engagement, and alignment mechanisms in place. No director-specific conflicts or related-party exposures were disclosed; governance posture is reinforced by ownership guidelines, anti-hedging/pledging policy, and active committee oversight .