Michael Goodrich
INTESTAbout Michael Goodrich
Michael Goodrich is Division President, Process Technologies at inTEST (INTT); he joined in January 2024 and is 55 years old . He holds a B.S. in Electronics Engineering Technology from DeVry Institute of Technology and an MBA from the University of St. Thomas, and previously held senior roles at Vixar (OSRAM), GBS LLC, Rudolph Technologies, and August Technology, with a track record of cross-functional leadership, product launches, and >60% revenue growth in prior roles . Company TSR fell approximately 37% in 2024 as INTT’s stock declined from $13.60 (12/29/2023) to $8.59 (12/31/2024), reflecting a tougher backdrop despite prior-year profitability . inTEST’s revenues softened through 2025 while EBITDA and net income turned negative, contextualizing divisional execution under more challenging conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vixar Inc (OSRAM subsidiary) | Vice President of Operations | Not disclosed | Led operations in technology/manufacturing; cross-functional leadership |
| GBS, LLC | President | Not disclosed | Strategic/process improvement advisory services to technology/manufacturing firms |
| Rudolph Technologies | Progressively senior roles to Vice President & General Manager (after August Technology acquisition) | Over 20 years | Built customer support, managed strategic relationships, oversaw major product launches and >60% revenue growth |
| August Technology (acquired by Rudolph) | Technical support engineer; created customer support department post-acquisition | Not disclosed | Established customer support; foundation for subsequent growth |
External Roles
- No public company directorships or external board roles disclosed in filings .
Fixed Compensation
- Not disclosed for Goodrich in the proxy (he is not a named executive officer). Executive compensation design for 2024 targeted base salary, short-term incentives, and long-term equity for NEOs; Division Presidents participate in equity programs but individual base/bonus details for Goodrich are not provided .
Performance Compensation
| Award | Metric | Weighting | Target | Actual/Probability | Payout | Vesting |
|---|---|---|---|---|---|---|
| Performance-based restricted stock (8,231 shares), granted Jan 16, 2024 | Division revenue and income from operations for specified periods | Not disclosed | Not disclosed | Probability reduced to 0% in Q3 2025 based on projections | Expected 0% | Cliff vest at 3 years: Jan 16, 2027 |
| Performance-based restricted stock (participant-level count not disclosed), granted Mar 6, 2024 | Adjusted EBITDA for FY 2026 | Not disclosed | Not disclosed | Probability reduced from 100% to 50% as of Sept 30, 2025 | Not disclosed | Cliff vest at 3 years: Mar 6, 2027 |
| Performance-based restricted stock (participant-level count not disclosed), granted Mar 17, 2025 | Percent of revenue from recurring revenue streams for FY 2027 | Not disclosed | Not disclosed | Estimated at 100% for remaining four participants as of Sept 30, 2025 | Not disclosed | Cliff vest at 3 years: Mar 17, 2028 |
- Company-wide equity program includes RSAs, PSAs, and options; Division Presidents are included, with PSAs measured on adjusted EBITDA (2026) and recurring revenue mix (2027). Participant-level grants for the Mar 6, 2024 and Mar 17, 2025 awards are not broken out by executive in filings .
Equity Ownership & Alignment
- Stock ownership guidelines require Division Presidents to hold at least 1x base salary in INTT stock; executives must retain 50% of net shares from vesting until targets are met. Unvested PSAs and unexercised options do not count; unvested RSAs do count .
- Hedging and pledging of company stock are prohibited; insiders may only trade during open windows and are subject to event-specific blackouts .
- Beneficial ownership tables in the proxy list directors and NEOs; Goodrich is not included, and his specific share ownership is not disclosed .
- From time to time, employees surrender vested shares to cover taxes at vest; surrendered shares are recorded as treasury stock (general policy) .
Employment Terms
- Appointed Division President, Process Technologies in January 2024; successor to outgoing division president (Scott Nolen) .
- Change-of-control agreements exist for CEO and CFO (salary+benefits continuation for one year plus variable compensation upon qualifying termination within two years of a change of control; double-trigger, with 280G cutbacks). No change-of-control agreement disclosed for Division Presidents .
- Company has an adopted clawback policy and enforced recoupment following a restatement (Aggregate Clawback Amount: $30,454.80 affecting one covered executive officer; PSAs and STI adjusted/cancelled accordingly) .
- No specific non-compete/non-solicit terms disclosed for Goodrich; insider trading policies and governance practices apply to all executives .
Company Performance Context (Recent Quarters)
| Metric | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| Revenue ($USD) | $33,991,000 | $30,272,000 | $36,603,000 | $26,637,000 | $28,130,000 | $26,236,000 |
| EBITDA ($USD) | $1,175,000* | $1,794,000* | $3,392,000* | $(827,000)* | $(212,000)* | $81,000* |
| Net Income ($USD) | $230,000 | $495,000 | $1,504,000 | $(2,329,000) | $(503,000) | $(938,000) |
Values retrieved from S&P Global for EBITDA (*).
Additional operational context:
- Process Technologies restructuring incurred severance and retention charges in H1 2025 (e.g., $237k severance, $60k retention; total PT charges $449k), signaling portfolio and footprint adjustments under divisional leadership .
Investment Implications
- Compensation alignment: Goodrich’s Jan 16, 2024 PSAs moved to 0% probability, implying zero vesting absent a turnaround in divisional revenue and operating income; the Mar 6, 2024 PSAs were cut to 50% probability, while the Mar 17, 2025 PSAs remain at 100% probability tied to recurring revenue mix—focus has shifted toward quality-of-revenue and durability metrics .
- Insider selling pressure: No Form 4 data disclosed in filings here; however, RSAs/PSAs that vest may cause share surrenders to cover taxes (treasury stock), modestly increasing float over time; PSAs at 0% probability remove near-term vesting overhang for the Jan 16, 2024 grant .
- Alignment/pledging: Ownership guidelines require 1x salary for Division Presidents and retention of 50% of net shares until compliant; hedging/pledging are prohibited—alignment is structured but compliance status for Goodrich is not disclosed .
- Retention risk: Restructuring within Process Technologies and reduced PSA probabilities point to execution risk; compensation remains at risk and linked to divisional KPIs and recurring revenue goals, which can motivate performance but may increase retention risk if targets are viewed as unattainable .
- Trading signals: Watch for probability updates on FY26 adjusted EBITDA PSAs and FY27 recurring revenue PSAs in future 10-Qs; reversals from 0%/50% to higher probabilities would be positive signals for Process Technologies momentum. Company TSR volatility and negative net income through 2025 suggest macro and mix headwinds; stock is sensitive to earnings trajectory and mix shift toward recurring revenue .