Intest Corp

The proposal asks shareholders to approve Amendment No.1 to the Company’s 2023 Stock Incentive Plan, increasing the share reserve by 1,000,000 shares and removing the minimum one-year vesting requirement for non-employee director awards. Management seeks approval to ensure they have sufficient equity available to attract and retain employees, directors and service providers, noting only 90,655 shares remain available under the plan as of the record date. The amendment’s removal of the minimum vesting requirement for non-employee directors allows more frequent vesting (quarterly) for director awards, which management says is appropriate for non-employee directors’ compensation structure and to align with quarterly service periods. The plan retains several governance protections—no single-trigger change-in-control vesting, no repricing without shareholder approval, and recoupment/clawback provisions—suggesting management calibrated the amendment to balance flexibility with shareholder protections. The increase in share reserve could dilute existing shareholders and, without strict limits, may enable larger future equity grants; however the plan includes an annual non-employee director award limit and other constraints intended to mitigate dilution and governance risk. The board recommends a vote FOR, arguing that failure to approve would constrain the company’s ability to grant equity awards and force cash alternatives. In evaluating the motion, an investor should weigh the trade-off between dilution and the company’s need to preserve equity compensation as a retention and incentive tool, the adequacy of the plan’s anti-dilution and governance safeguards, and the company’s recent grant practices and burn rate.

This management proposal asks shareholders to ratify the Audit Committee’s selection of RSM US LLP as the company’s independent registered public accounting firm for 2026. Management provides recent fee disclosure (audit fees of $839,000 in 2025) and states that the Audit Committee retains ultimate authority over the engagement regardless of vote outcome. The recommendation to vote FOR is grounded in the Audit Committee’s ongoing evaluation of RSM’s performance, independence disclosures, and the continuity benefits of retaining a long-standing auditor. For investors, the key considerations are RSM’s fee levels relative to peers and audit quality indicators, the Audit Committee’s oversight process, and the non-binding nature of the ratification which leaves authority with the committee.

This management proposal requests a non-binding advisory approval of the 2025 compensation for the company’s named executive officers (say-on-pay). Management frames its pay program and disclosures and notes that the Board will consider voting results in future compensation decisions. The board recommends a FOR vote, emphasizing alignment of compensation with market practices, use of performance metrics, and executive ownership guidelines. For investors, the assessment should weigh the disclosed pay-for-performance linkages, equity-heavy compensation design, change-in-control and severance arrangements, and recent CEO transition and option grants to evaluate whether compensation supports long-term shareholder value.