Richard Grant Jr.
INTESTAbout Richard N. Grant, Jr.
Richard N. Grant, Jr. is President, Chief Executive Officer and a director of InTest Corporation, appointed effective August 2020; age 55, B.S. Physics (Northern Kentucky University) and executive MBA (Xavier University) with prior leadership roles at ABB, AMETEK and Emerson . Under his tenure, InTest reports executing a 5-Point Strategy and VISION 2030, noting the company has more than doubled revenue since early 2021 and aims to double again by 2030, with cash flow discipline and operating leverage focus . Pay-versus-performance disclosure shows total stockholder return decreased ~37% in 2024 while net income was $2.9M; TSR rose ~32% in 2023 with net income of $9.3M; 2022 net income was $8.5M . Board leadership is separated: Grant is not independent and serves as CEO/director, while an independent Chair leads the Board—mitigating CEO/Chair dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ABB Ltd | SVP, Americas Region Measurement & Analytics | 2017–2020 | Led regional measurement/analytics portfolio; commercial and operational leadership |
| AMETEK Inc. | Corporate VP & GM, Materials Analysis Division; Operating Officer | 2013–2017 | Division P&L, product roadmap; board role in JV SEIKO EG&G |
| Emerson Electric | VP/GM Rosemount Temperature; VP Strategic Planning; various roles | 1997–2013 | Product leadership and corporate strategy for Process Management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SEIKO EG&G CO. LTD. (JV with AMETEK) | Board Member | 2016–2017 | JV governance oversight |
Board Governance
- Board service: Director since 2020; not independent; no committee memberships listed for Grant .
- Governance structure: Independent Chair; separate CEO and Chair roles; committees (Audit, Compensation, Nominating & Corporate Governance) comprised solely of independent directors .
- Board meeting attendance: The Board met 10 times in 2024; each director attended at least 75% of applicable meetings .
- Director compensation: Executives are not paid additional compensation for service as directors .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 409,076 | 425,021 | Salary raised effective Apr 1, 2024 from $415,414 to $428,915; annual reported reflects partial-year |
| Target Bonus ($) | 347,253 (85% of $408,533 implied) | 364,578 (85% of base) | Target % increased to 85% for CEO in 2024 |
| Actual Bonus Paid ($) | 247,171 | 91,144 | 2024 payout at 25% of target |
Performance Compensation
Short-Term Incentive Plan (2024)
| Metric Category | Weighting | Target/Thresholds | Actual vs Target | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|
| Company Revenue & Adjusted EBITDA (matrix) | 60% | Min thresholds: 80% rev, 86% Adj EBITDA; max 120% rev, 114% Adj EBITDA | Not achieved | 0% | Paid annually; CEO received $0 for this component in 2024 |
| Average Net Working Capital (NWC) | 20% | Max pays at 80% of target; threshold 120% of budgeted average NWC | Exceeded targets | 125% | Included in annual payout; contributes to 25% overall payout |
| Alfamation revenue & EBITDA (strategic) | 20% | Targets set; max 110% | Not achieved | 0% | Annual payout component |
| Overall Short-Term Incentive | — | — | — | 25% of target | CEO payout $91,144 |
Payout matrix illustration (selected points): at Revenue=100% and Financial Measure=100%, payout factor is 100%; at Revenue=120% and Financial Measure=114%, payout factor is 175%—but CEO’s 2024 actual financial and strategic components were 0% while NWC paid 125% .
Long-Term Incentives (2024 grants)
| Instrument | Shares/Options | Grant Specs | Vesting |
|---|---|---|---|
| Time-Vested Restricted Stock (RSAs) | 17,652 | March 6, 2024 | 25% annually starting Mar 6, 2025 (through 2028) |
| Performance-Vested Restricted Stock (PSAs) | 17,652 | 2026 performance metrics include Adjusted EBITDA percentage and audited revenue; vesting factor 0%–150% | Cliff on Mar 6, 2027 subject to performance |
| Stock Options | 30,536 | Exercise price $11.33 (close on Mar 6, 2024); Black-Scholes grant-date FV $6.55 | 25% annually starting Mar 6, 2025 (through 2028) |
Prior performance-based awards: 2022 CEO/CFO PSAs (20,493 shares total across execs) were forfeited in March 2025 when criteria were not met; certain 2023 PSAs’ probability was reduced to 0% in 2025 given projections, indicating low expected vesting under tougher multi-year targets .
Equity Ownership & Alignment
| Ownership Detail | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership (CEO) | 346,472 shares | 2.7% | Includes unvested restricted shares, PSAs, and options exercisable within 60 days per SEC rules |
| Components (CEO) | 47,425 Restricted Shares; 53,351 Performance-Based Shares; 147,397 Option Shares | — | Footnote breakdown |
| Shares Outstanding (record date) | 12,494,760 | — | As of Apr 21, 2025 |
| Stock Ownership Guidelines | CEO 5x base salary; must retain 50% of net vested shares until target met; options/PSAs excluded from calculation | — | As of Apr 1, 2025, CEO not at target due to stock price decline; still within five-year phase-in |
| Hedging/Pledging Policy | Hedging, pledging, short sales, and margin purchases prohibited; insider trading windows and event blackouts apply | — | Policy designed to prevent misalignment and speculative activity |
Vesting cadence and potential selling pressure: 2024 RSAs and options vest in equal tranches each March 6 from 2025–2028; PSAs (subject to performance) cliff vest March 6, 2027—vesting dates create predictable windows for potential Form 4 activity, moderated by company prohibitions on hedging/pledging and trading window restrictions .
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will under offer letter dated July 24, 2020; initial base salary $375,000; eligible for annual bonus; standard benefits |
| Restrictive Covenants | Confidentiality, non-competition, non-solicitation of employees/customers/suppliers; assignment; non-disparagement |
| Change-of-Control Agreement | If terminated without Cause or for Good Reason within two years post-CoC: 1-year base salary continuation, continued group benefits for 1 year, and payment of variable performance-based compensation for that year; Section 280G cutbacks apply |
| Equity Acceleration | All equity awards become 100% vested upon Change of Control, death or Disability |
| Definitions | CoC includes 40%+ voting control change (non-related person), sale of substantially all assets, certain mergers, board turnover, dissolution; Cause/Good Reason defined (fraud, ethics violations, willful refusal; material adverse changes, comp reductions, relocation >30 miles, etc.) |
| Clawback | Company has a clawback policy; in 2024, Board recovered erroneously awarded compensation from a covered executive after restatement; no recovery needed for other executives |
Multi-Year Compensation Summary (reported values)
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | 409,076 | 425,021 |
| Stock Awards (fair value) | 316,687 | 399,994 |
| Stock Options (fair value) | 158,328 | 200,109 |
| Non-Equity Incentive Plan (STI) | 247,171 | 91,144 |
| All Other Compensation | 4,750 | 4,750 |
| Total | 1,136,012 | 1,121,018 |
Performance & Track Record
- Strategy and growth: “More than doubled revenue” since 2021; Vision 2030 targets doubling revenue with operating leverage, acquisitions, and market expansion .
- Pay versus performance: Compensation actually paid to CEO fell 89% YoY in 2024 alongside a ~37% TSR decline; average non-PEO compensation actually paid fell 81% YoY; 2024 net income was $2.9M vs. $9.3M in 2023 and $8.5M in 2022 .
- Stock price path: $12.72 (12/31/21) → $10.30 (12/30/22) → $13.60 (12/29/23) → $8.59 (12/31/24), highlighting sensitivity of equity-based pay to share performance .
Director Compensation (context)
- Non-employee directors received cash retainers and 9,000 restricted shares vesting quarterly in 2024; executives receive no additional pay for director service .
Equity Award Mechanics and Policies
- Annual grant timing: Second business day after Form 10-K filing; new-hire/promotion awards dated last trading day of month; no timing around MNPI; 2024 grants compliant .
- 2025 10-Q stock comp context: As of Sep 30, 2025, total unrecognized stock comp expense $3.9M over ~2.6 years; options outstanding 878,538 at $9.84 WAEP; RSAs and PSAs activities summarized, including forfeitures tied to unmet performance .
Investment Implications
- Pay-for-performance alignment is intact: 2024 STI paid 25% of target and multi-year PSAs have been forfeited or probability reduced when performance lagged—reducing cash outflows but signaling execution risk on growth targets; near-term dilution risk from options is moderate given 25% annual vesting and out-of-the-money strikes at grant ($11.33 vs. $8.59 EOY 2024) .
- Ownership alignment is meaningful (2.7% beneficial) and strengthened by strict anti-hedging/pledging and hold-till-compliance rules; however, management fell short of 2025 ownership targets due to share price, implying greater sensitivity to future equity performance and potential retention considerations if prolonged underperformance persists .
- Governance structure reduces dual-role concerns: independent Chair and fully independent committees oversee compensation and risk; clawback was enforced post-restatement, supporting governance rigor—positive for investors focused on control quality .
- Watch dates: Annual vesting each March 6 (2025–2028) and PSA cliff in March 2027 could create episodic Form 4 activity; combine with window/blackout rules to assess potential insider selling pressure around those events .