InTEST : 2025 Proxy Statement

Published: 2025-05-13 20:02:06 ET INTT

Published on 05/13/2025 at 20:02

P r o x y S t a t e m e n t a n d N o t i c e o f

A n n u a l M e e t i n g o f

S t o c k h o l d e r s

A Global Supplier of Innovative Test

and Process Technology Solutions

NYSE American: INTT

804 East Gate Drive, Suite 200 Mt. Laurel, New Jersey 08054

Dear Stockholders,

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of InTest Corporation will be held virtually via live webcast on Wednesday, June 18, 2025, at 11:00 A.M. Eastern Daylight Time at https://www.proxydocs.com/INTT. The Annual Meeting will be held virtually to consider and vote on the following matters described in the accompanying Proxy Statement:

Election, as directors, of the five nominees named in the accompanying Proxy Statement, with each director to serve until the next annual meeting of stockholders and until the election and qualification of such director's successor;

Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2025;

Approval, on an advisory basis, of the compensation of our named executive officers;

Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers; and

Such other business as may properly be brought before the meeting or any adjournment thereof.

The Board of Directors has fixed April 21, 2025, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

By Order of the Board of Directors,

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Proxy Statement.

Duncan Gilmour

Secretary

April 28, 2025

1

Proxy Statement Summary

Page

Voting Securities and Principal Stockholders 12

Questions and Answers About the 2025 Annual Meeting of Stockholders 8

Proposal 1: Election of Directors 14

Delinquent Section 16(a) Reports 13

Audit Committee Report 23

Responsible Corporate Governance 18

Executive Compensation 25

Executive Officers of InTest 24

Policies and Practices Related to the Grant of Certain Equity Awards 36

Director Compensation 35

Proposal 2: Ratification of Independent Registered Public Accounting Firm 40

Pay Versus Performance 37

42

Information Regarding Deadlines and Procedures for Submission of Stockholder Proposals and Nominations of Directors 43

Annual Report 43

Disclaimer

inTest Corporation published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2025 at 00:01 UTC.