Steven Abrams
INTESTAbout Steven J. Abrams
Steven J. Abrams, Esq., age 57, has served as an independent director of InTest Corporation since January 2013. He is a Partner at Hogan Lovells US LLP and currently Global Co-Head of Life Sciences and Health Care, with more than 25 years as a corporate and securities attorney advising on governance, disclosure, and transactional matters . He is independent under NYSE American rules; the Board identified no relationships requiring consideration in determining his independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepper Hamilton LLP | Partner; Co-chair Corporate Securities and Life Sciences; member of Executive Committee | Over 20 years (prior to Apr 2016) | Led governance/disclosure practice; senior leadership responsibilities |
| InTest Corporation | Director | Since 2013 | Board member; contributes governance and securities law expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hogan Lovells US LLP | Partner; Global Co-Head, Life Sciences and Health Care | Since Apr 2016 | Advises clients on governance, disclosure, transactions; global leadership role |
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (member), Nominating and Corporate Governance Committee (Chair) .
- Independence: Independent director per NYSE American; no matters identified affecting independence .
- Attendance and engagement:
- Board held 10 meetings in 2024; all directors attended at least 75% of Board/committee meetings in which they participated .
- Audit Committee held 15 meetings; Compensation 4; Nominating and Corporate Governance 2 (Abrams chaired NCGC) .
- Directors (except Jeffrey A. Beck) attended the 2024 Annual Meeting; implies Abrams attended .
- Governance structure: Chair and CEO roles are separated (Chair: Joseph W. Dews IV; CEO: Richard N. Grant, Jr.); regular executive sessions excluding management; no poison pill; one class of stock; policy that no director serves on more than one other public company board .
| Body | 2024 Meetings | Abrams Role |
|---|---|---|
| Board of Directors | 10 | Member |
| Audit Committee | 15 | Member |
| Compensation Committee | 4 | Member |
| Nominating & Corporate Governance Committee | 2 | Chair |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer | $25,000 | Standard non-employee director retainer |
| NCGC Chair fee | $10,000 | Chair of Nominating & Corporate Governance Committee |
| Audit Committee member fee | $10,000 | Committee membership fee |
| Compensation Committee member fee | $5,000 | Committee membership fee |
| Equity grant (RSAs) | 9,000 shares; $101,970 fair value | Granted Mar 2024; fair value at $11.33/share; vests 25% on Mar 31, Jun 30, Sep 30, Dec 31, 2024 |
Performance Compensation
- Directors do not receive performance-based equity; 2024 director equity grant was time-vested restricted stock with quarterly vesting across 2024, and no performance metrics were disclosed for director awards .
| Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Performance metrics tied to director compensation | N/A | N/A | No performance-based director awards; RSAs vest based on time only |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | Company policy states no director serves on more than one other public company board; no external public boards disclosed for Abrams |
Expertise & Qualifications
- Core credentials: Corporate/securities attorney; governance and disclosure specialist; transactional counsel .
- Committee leadership: Chair of Nominating & Corporate Governance Committee; member of Audit and Compensation Committees .
- Board financial expertise: The Board designated Gerald J. Maginnis and Jeffrey A. Beck as audit committee financial experts; Abrams not designated as financial expert, but serves on Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Composition |
|---|---|---|---|
| Steven J. Abrams, Esq. | 96,000 | <1% | Includes 9,000 Restricted Shares and 87,000 shares held by the Steven J. Abrams Revocable Trust |
| Shares outstanding (record date) | 12,494,760 | — | Reference denominator for % ownership |
| Hedging/Pledging status | Prohibited | — | Company prohibits hedging, short sales, and pledging by directors and officers |
| Director ownership guideline | 5× annual cash retainer | — | All non-employee directors were in compliance as of Apr 1, 2025 |
Governance Assessment
- Positives:
- Strong independence and committee leadership: Abrams chairs NCGC and sits on Audit and Compensation; all three committees comprise independent directors .
- Attendance and engagement: Board and committees met frequently in 2024; directors met ≥75% attendance thresholds; Abrams attended the 2024 Annual Meeting .
- Ownership alignment: Director stock ownership guidelines (5× cash retainer) and prohibition on hedging/pledging; directors in compliance as of Apr 1, 2025 .
- No related-party transactions: Company disclosed no transactions with related persons in 2024–2025 period .
- Clawback discipline: Company enforced clawback after 2023 restatement; recovered erroneously awarded compensation via share cancellation and bonus reduction—signals accountability culture (executive program) .
- Watch items and potential conflicts:
- External employment at Hogan Lovells: As a law firm partner, potential for perceived conflicts if the firm were to provide services to InTest or counterparties; however, no related-party transactions or independence issues were disclosed by the Board .
- Audit Committee financial expert designation: Abrams serves on Audit, but the formal “financial expert” designation was assigned to Maginnis and Beck; emphasis on governance/legal expertise rather than audit/accounting .
Overall, Abrams’ governance profile reflects strong independence, committee leadership in NCGC, and alignment through ownership guidelines and anti-hedging rules. The absence of related-party transactions and the firm enforcement of clawbacks support investor confidence in board oversight processes .