Richard Rogoff
INTESTAbout Richard Rogoff
Richard Rogoff is President of Environmental Technologies at inTEST (effective June 11, 2025) after serving as Vice President of Corporate Development, where he led M&A strategy and the Company’s sustainability initiatives . He joined inTEST in October 2021 following three decades in semiconductor capital equipment leadership across ASML and Onto Innovation . Education: BS in Microelectronic Engineering (Rochester Institute of Technology) and an MBA for Executives (INSEAD) . Company performance context during his tenure includes management’s disclosure that since early 2021 inTEST “more than doubled revenue,” while TSR and net income varied across 2022–2024 as shown below .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 158.71 | 209.55 | 67.53 |
| Net Income ($USD thousands) | 8,461 | 9,342 | 2,891 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| inTEST Corporation | Vice President, Corporate Development; Sustainability lead | 2021–2025 | Led M&A strategy and ESG program; later appointed Division President |
| Onto Innovation | VP & Business Unit Manager, Lithography; later VP Strategic Initiatives & Integration Management Office | ~7 years | Led BU operations and post-merger integration office |
| ASML | VP Business Development & BU Manager, Optics; VP European Sales & Worldwide Account Support | >20 years | Senior commercial and product leadership across Europe and optics BU |
| Independent Consulting | M&A/strategy advisor (including to inTEST) | Pre-2021 | Supported clients on M&A and strategy; engagement with inTEST prior to joining |
External Roles
- No public company directorships disclosed in inTEST filings reviewed. (No disclosure identified in 2025 DEF 14A, 2024 DEF 14A, or June 2025 8-K/press release) .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed (upon appointment as Division President) | June 12, 2025 8-K and press release announced appointment but did not disclose compensation terms . |
| Target Annual Bonus % | Not disclosed | Not disclosed | No Rogoff-specific bonus terms in filings reviewed . |
| Actual Annual Bonus Paid | Not disclosed | Not disclosed | Not reported in proxy (Rogoff was not an NEO in 2024) . |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Not disclosed for Rogoff | — | — | — | — |
Company-wide incentive design (for NEOs) emphasized revenue and Adjusted EBITDA (60%), working capital (20%), and strategic objectives (20%) in 2024; these illustrate incentive architecture but are not specific to Rogoff .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 7,078 shares (includes 3,882 unvested restricted stock) as of Form 3 filing on June 13, 2025 . |
| Ownership % of Outstanding | ~0.057% based on 12,494,760 shares outstanding as of April 21, 2025 (7,078 / 12,494,760) . |
| RSUs | 4,040 RSUs; vest in four equal annual installments commencing March 17, 2026 . |
| Stock Options | 13,565 options @ $7.74 exp. 03/17/2035; vest in four equal annual installments commencing March 17, 2026 . |
| Stock Options | 9,496 options @ $11.33 exp. 03/05/2034; vest in four equal annual installments commencing March 6, 2025 . |
| Stock Options | 6,504 options @ $16.06 exp. 03/07/2033; vest in four equal annual installments commencing March 8, 2024 . |
| Stock Options | 13,084 options @ $8.14 exp. 04/27/2032; vest in four equal annual installments commencing April 28, 2023 . |
| Hedging/Pledging | Company policy prohibits pledging, hedging, short sales, and derivatives trading by officers and directors . |
| Ownership Guidelines | Executives subject to stock ownership guidelines; Division Presidents have a 1x base salary requirement with five-year phase-in and 50% net shares retention until met . |
Vesting schedule detail (for potential supply/overhang monitoring):
- RSUs: 25% per year starting 03/17/2026 .
- Options tranche vest commencements: 04/28/2023; 03/08/2024; 03/06/2025; 03/17/2026 (each in four equal annual installments) .
Employment Terms
| Term | Disclosure |
|---|---|
| Start at inTEST | Joined October 2021 after consulting with inTEST on M&A in 2021 . |
| Current Role | President, Environmental Technologies Division (effective June 11, 2025) . |
| Contract/Offer Letter | No Rogoff-specific offer letter or compensation agreement filed with June 12, 2025 8-K (Item 8.01 press release only) . |
| Severance / Change-of-Control | Proxy discloses change-of-control agreements for CEO and CFO; Division President McManus had none; no Rogoff-specific agreement disclosed . |
| Clawback Policy | Company operates a Dodd-Frank compliant clawback; enforced in 2024/2025 in connection with a restatement (example applied to another covered executive) . |
| Insider Trading Windows | Standard window periods post-earnings; event-specific blackouts may apply . |
Investment Implications
- Alignment and retention: Rogoff holds time-vested RSUs and multiple option grants with staggered vesting through 2029–2030, aligning him to multi-year value creation but creating periodic vesting supply that could lead to Form 4 activity; earliest unvested schedules commence on 03/06/2025 and 03/17/2026 . The Company’s no-hedging/no-pledging policy and Division President ownership guideline (1x salary) support alignment and reduce risk from leveraged positions .
- Near-term selling pressure: Monitor Form 4s around quarterly vest dates (March/April) for tax-withholding sales and option exercises; Form 3 establishes baseline holdings as of June 13, 2025 .
- Pay-for-performance architecture: While Rogoff’s specific incentive metrics are not disclosed, company NEO incentives emphasize revenue, Adjusted EBITDA, working capital, and strategic milestones; this suggests divisional leaders like Rogoff will be evaluated on both financial and strategic execution (including integration and growth initiatives), which can influence divisional performance and M&A cadence .
- Execution track record context: inTEST reports revenue more than doubled since early 2021, and Rogoff led M&A and sustainability during this period before assuming divisional leadership—positive for continuity; however, TSR declined sharply in 2024 alongside lower net income, highlighting execution and cycle risks in the near term .