Joseph McManus
INTESTAbout Joseph McManus
Joseph McManus, age 51, is Division President, Electronic Test at InTest (INTT). He joined InTest in February 2021 as VP & GM of EMS and was promoted to Division President in January 2022; he holds a B.S. in Mechanical Engineering and an MBA from Villanova University . Company-level context during his tenure: InTest states it has “more than doubled revenue” since launching its 5-Point Strategy in early 2021 ; net income was $9.3M in 2023 and $2.9M in 2024, while total shareholder return (TSR) index fell to 67.53 in 2024 from 209.55 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CECO Environmental (Fluid Handling) | Vice President of Sales | 2016–2020 | Led sales; relevant to industrial/ET markets |
| Akrion (semiconductor capital equipment) | Various roles incl. VP Sales & Marketing; Global Product Manager | 1996–2016 | Deep semi equipment experience; product and commercial leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed; no external governance roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 270,377 | NEO; Division President Electronic Test |
| 2024 | 281,529 | Base increased to $284,500 effective Apr 1, 2024; salary paid reflects timing |
Performance Compensation
| Year | Target Bonus (% of Salary) | Metric | Weight | Target/Thresholds | Actual/Payout | Result |
|---|---|---|---|---|---|---|
| 2023 | 50% | Division revenue & income (matrix) | 60% | Minimum 80% of target; max 175% | Exceeded; paid at financial schedule | Contributed to 115% total payout |
| 2023 | 50% | Acquisitions completed | 20% | Not quantified | Achieved credit; paid | Contributed to 115% total payout |
| 2023 | 50% | Division average Net Working Capital | 20% | Not quantified | Achieved; paid | Contributed to 115% total payout |
| 2024 | 50% | Division revenue & income (matrix) | 60% | Minimums and max schedule; max 175% | Met; paid 100% of target | Contributed 60% of total |
| 2024 | 50% | Division average Net Working Capital | 20% | Minimums and max schedule; max 150% | Exceeded; paid 125% of target | Contributed 25% of total |
| 2024 | 50% | Alfamation (prorated Year 1 revenue & EBITDA) | 20% | Min 100%; max 110% | Not achieved; 0% | Contributed 0% |
| Year | Target Bonus ($) | Actual Payment ($) | Actual as % of Target |
|---|---|---|---|
| 2023 | 137,100 | 157,665 | 115% |
| 2024 | 142,250 | 120,913 | 85% |
Equity Awards (Grants and Structure)
| Grant Year | Instrument | Shares | Vesting | Performance Metric | Strike | Expiration |
|---|---|---|---|---|---|---|
| 2023 | RSAs | 2,076 | 25% annually starting Mar 8, 2024 | — | — | — |
| 2023 | PSAs | 2,076 | 3-year; vest Mar 8, 2026 (0–150%) | Audited revenue FY2025 vs target | — | — |
| 2023 | Options | 3,576 | 25% annually starting Mar 8, 2024 | — | $16.06 | 3/07/2033 |
| 2024 | RSAs | 3,236 | 25% annually starting Mar 6, 2025 | — | — | — |
| 2024 | PSAs | 3,236 | 3-year; vest Mar 6, 2027 (0–150%) | Adjusted EBITDA % FY2026 and/or audited revenue FY2026 (company-defined) | — | — |
| 2024 | Options | 5,600 | 25% annually starting Mar 6, 2025 | — | $11.33 | 3/05/2034 |
| Outstanding (12/31/2024) | Exercisable Options | Unexercisable Options | Strike | Expiration | Unvested Stock Awards (units) |
|---|---|---|---|---|---|
| 2021 Grant | 7,500 | 2,500 | $13.13 | 4/27/2031 | RSAs from Apr 28, 2021; 25% per year through 2025 |
| 2022 Grant | 6,940 | 6,940 | $8.14 | 4/27/2032 | RSAs from Apr 28, 2022; 25% per year through 2026 |
| 2023 Grant | 894 | 2,682 | $16.06 | 3/07/2033 | RSAs from Mar 8, 2023; 25% per year through 2027; PSAs potentially vest Mar 8, 2026 (max 3,114) |
| 2024 Grant | — | 5,600 | $11.33 | 3/05/2034 | RSAs from Mar 6, 2024; 25% per year through 2028; PSAs potentially vest Mar 6, 2027 (max 4,854) |
Notes:
- 2024 year-end stock price was $8.59, making 2023–2024 option strikes ($16.06 and $11.33) currently out-of-the-money, reducing near-term exercise incentives .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 21, 2025) | Shares | % of Class | Breakdown |
|---|---|---|---|
| Joseph McManus | 56,926 | <1% | Includes 10,942 Restricted Shares; 10,050 Performance-Based Shares; 23,598 Option Shares |
| Ownership Guidelines | Requirement | Status | Compliance Mechanics |
|---|---|---|---|
| Division Presidents | 1x base salary in stock ownership | Not yet met as of Apr 1, 2025 (within 5-year phase-in; stock price decline cited) | Must retain 50% of net shares from vesting until target met; unvested PSAs/options excluded from calculation |
| Hedging/Pledging | Policy | Disclosures |
|---|---|---|
| Prohibitions | Hedging, monetization transactions, margin purchases, pledging, short sales, and buying/selling puts/calls are prohibited for directors and executive officers | No pledging/hedging reported |
Employment Terms
| Item | Detail |
|---|---|
| Employment start & role history | Joined Feb 2021 (VP & GM EMS); promoted Division President, Electronic Test in Jan 2022 |
| Agreement & term | No employment agreement; at-will employment |
| Change-of-control & severance | No CoC agreement for McManus; CoC benefits apply to CEO/CFO only |
| Non-compete/non-solicit | Not disclosed for McManus (CEO/CFO agreements include covenants) |
| Clawback policy | Company has a clawback policy and recouped erroneously awarded compensation tied to a 2023 restatement for a covered executive (not McManus) |
| Insider trading windows | Open window begins after earnings release; event-specific blackouts can apply |
Investment Implications
- Pay-for-performance alignment: McManus’ 2023 bonus paid above target (115%) on exceeding divisional financial goals; 2024 paid below target (85%) as strategic Alfamation goals missed despite strong NWC management. This indicates his incentives are closely tied to divisional execution on revenue, operating income, and working capital .
- Selling pressure: 2025–2027 RSU/PSA vesting will create routine tax-related supply, but ownership guidelines require retaining 50% of net shares until a 1x-salary threshold is met—likely constraining discretionary selling. Options are currently underwater (strikes $11.33 and $16.06 vs $8.59 YE2024), reducing exercise-driven sales risk near term .
- Retention risk: Absence of a change-of-control agreement and at-will status modestly elevate retention risk relative to CEO/CFO; however, significant unvested RSAs/PSAs and options (multi-year vest) provide ongoing retention hooks .
- Alignment flags: Hedging and pledging are prohibited; no pledging disclosed—positive alignment. Management ownership guidelines in place (added for Division Presidents in 2023), with phase-in still in effect as of April 2025—supports ongoing ownership accumulation .
- Execution watch items: Company-level TSR volatility and 2024 earnings compression (net income $2.9M; TSR index 67.53) underscore macro and strategic sensitivities; for Electronic Test, financial matrix and NWC are key bonus levers while strategic M&A integrations (e.g., Alfamation) influence payout variability .
Context: InTest reported Q1’25 revenue $26.6M, GM 41.5%, $5.5M CFO, and plans Malaysian manufacturing; backlog $38.2M. Management cited tariff impacts and engineering delays in Environmental Technologies. These macro/operational factors can affect divisional performance metrics that drive McManus’ variable pay **[1036262_INTT_3425014_0]** **[1036262_INTT_3425014_2]** **[1036262_INTT_3425014_3]** **[1036262_INTT_3425014_4]**.