UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant []

(Amendment No.)

Check the appropriate box:

inTEST Corporation

(Name of Registrant as Specified In Its Charter)

____________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 29, 2016

NOTICE IS HEREBY GIVEN that the 2016 Annual Meeting of Stockholders of inTEST Corporation will be held in our offices located at 804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey, on Wednesday, June 29, 2016, at 11:00 A.M. Eastern Daylight Time, to consider and vote on the following matters described in the accompanying Proxy Statement:

Table of Directors has fixed May 10, 2016, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.Contents

April 29, 2016

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting, please complete, date, sign and mail your proxy card promptly in order that the necessary quorum may be represented at the meeting. If your shares are held in a brokerage account or by another nominee record holder, please be sure to mark your voting choices on the voting instruction card that accompanies this proxy statement.If you fail to specify your voting instructions for the election of directors or for the advisory vote on compensation, your shares will not be voted in such election due to rules applicable to broker voting, or we may incur additional costs to solicit votes. The enclosed envelope requires no postage if mailed in the United States.

TABLE OF CONTENTS

inTESTCorporation | 2023 Proxy Statement – 1

Proxy Statement Summary

2 – inTESTCorporation | 2023 Proxy Statement

Proxy Statement Summary

inTESTCorporation | 2023 Proxy Statement – 3

Proxy Statement Summary

4 – inTESTCorporation | 2023 Proxy Statement

Proxy Statement Summary

inTESTCorporation | 2023 Proxy Statement – 5

Proxy Statement Summary

6 – inTESTCorporation | 2023 Proxy Statement

804 East Gate Drive, Suite 200

Mt. Laurel, New Jersey 08054

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 29, 201621, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 29, 2016:21, 2023: Copies of this Proxy Statement and our 20152022 Annual Report to Stockholders are available at http://investor.shareholder.com/intest/annual.cfm?AnnualPage=meeting.

www.edocumentview.com/INTT.

This proxy statement and the enclosed proxy card are intended to be sent or given to stockholders of inTEST Corporation (“inTEST”, “Company”, “we”, “us” or “our”) on or about May 25, 2016,9, 2023, in connection with the solicitation of proxies on behalf of ourthe Board of Directors of inTEST (the “Board”) for use at our 20162023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held virtually via live webcast on Wednesday, June 29, 2016,21, 2023, at 11:00 A.M. Eastern Daylight Time, in our offices located at 804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey.

Time.

inTESTCorporation | 2023 Proxy Statement – 7

QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS

The following questions and answers present important information pertaining to the meeting:

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend, ask questions and vote your shares at the Annual Meeting, unless you plan to attend as a guest. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of common stock you held as of the record date, along with your name and email address, to Computershare. Please forward the e-mail from your broker or attach an image of your legal proxy to legalproxy@computershare.com or mail a printed copy of your legal proxy to inTEST Corporation Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 P.M. (Eastern Daylight Time) on June 16.2023. You will then receive a confirmation of your registration, with a 15-digit control number, by email from Computershare. At the time of the meeting, visit www.meetnow.global/M4RV2TG and enter your control number.

If you would like to enter the Annual Meeting as a guest in listen-only mode, click on the “I am a Guest” button after entering the Meeting Center at www.meetnow.global/M4RV2TG and enter the information requested on the following screen. Please note only stockholders of record and registered beneficial owners will have the ability to ask questions regarding the proposals or vote during the meeting.

8 – inTESTCorporation | 2023 Proxy Statement

Questions and Answers About the 2023 Annual Meeting of Stockholders (continued)

If you own inTEST shares directly (i.e., you are the stockholder of record): your proxy is being solicited directly by us, and you can vote by mail, by telephone, via the Internet before the Annual Meeting, or via the Internet during the Annual Meeting, as described below.

If you would like to vote by mail, please do the following: (1) mark the boxes indicating how you wish to vote, (2) sign and date the enclosed proxy card, and (3) return the proxy card in the prepaid envelope provided. If you sign your proxy card but do not indicate how you wish to vote, the proxies will vote your shares “FOR” each of the director nominees, “FOR” each of Proposals 2, 3, and 4, and, in their discretion, on any other matter that properly comes before the meeting.

If you would like to vote by telephone or via the Internet before the Annual Meeting, you can call 800-652-VOTE (8683) or visit www.investorvote.com/INTT which can also be found on your enclosed proxy card.

If you would like to vote via the Internet during the Annual Meeting, you may click on the “Cast Your Vote” link on the Meeting Center website at www.meetnow.global/M4RV2TG.

If you hold your inTEST shares through a broker, bank or other nominee: you will receive a voting instruction card directly from your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing and returning the voting instruction card. If you fail to specify your voting instructions on the election of directors in Proposal 1 or on Proposals 2 and 4, your broker cannot direct the voting of your shares. Therefore, please be sure to mark your voting choices on your voting instruction card before you return it. You may also be able to vote by telephone or via the Internet before the Annual Meeting. Please refer to the instructions provided with your voting instruction card for information about voting by these methods.

If you hold your inTEST shares through a nominee and want to vote at the Annual Meeting, you must obtain a “legal proxy” from the nominee recordholder authorizing you to vote at the Annual Meeting. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend, ask questions and vote your shares at the Annual Meeting, unless you plan to attend as a guest. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of common stock you held as of the record date, along with your name and email address, to Computershare. Please forward the e-mail from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com or mail a printed copy of your legal proxy to inTEST Corporation Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 P.M. (Eastern Daylight Time) on June 16, 2023. You will then receive a confirmation of your registration, with a 15-digit control number, by email from Computershare. At the time of the meeting, visit www.meetnow.global/M4RV2TG and enter your control number.

inTESTCorporation | 2023 Proxy Statement – 9

Questions and Answers About the 2023 Annual Meeting of Stockholders (continued)

3Brokers and other nominee holders may use their discretion to vote only on the proposal to ratify the appointment of our independent registered public accounting firm if you do not provide instructions.

10 – inTESTCorporation | 2023 Proxy Statement

Questions and Answers About the 2023 Annual Meeting of Stockholders (continued)

inTESTCorporation | 2023 Proxy Statement – 11

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of April 27, 201624, 2023 (except where otherwise noted) by:

• each of our named executive officers (as that term is defined later in this proxy statement under the heading "Executive Compensation");
• each of our directors;
• all directors and executive officers as a group; and
• each stockholder known by inTEST to own beneficially more than 5% of our common stock.

Percentage ownership in the following table is based on 10,429,43411,133,551 shares of common stock outstanding as of April 27, 2016.

24, 2023.

We have determined beneficial ownership in the table in accordance with the rules of the Securities and Exchange Commission ("SEC"(the “SEC”). In computing the number of shares beneficially owned by any person or group or persons and the percentage ownership of that person or group, shares of common stock subject to options held by such person or group or persons that are currently exercisable, or will become exercisable within 60 days after April 24, 2023, are deemed to be beneficially owned by such person and outstanding for the calculation of such person’s percentage ownership and for the percentage beneficially owned by all directors and executive officers as a group. However, we have not deemed these shares to be outstanding for computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes following the table, each stockholder identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as beneficially owned by such stockholder. Except as set forth in the footnotes following the table, the address of the beneficial owners is c/o inTEST Corporation, 804 East Gate Drive, Suite 200 Mt. Laurel, New Jersey 08054.

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12 – inTESTCorporation | 2023 Proxy Statement

Voting Securities and Principal Stockholders (continued)

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires directors, executive officers and persons who beneficially own more than 10% of a registered class of our common stock or other equity securities to file with the SEC certain reports of ownership and reports of changes in ownership of our securities. Executive officers, directors and stockholders who hold more than 10% of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). Based solely on a review of this information and/or written representations from these persons that no other reports were required, we believe that, during the prior fiscal year all of our executive officers, directors, and to our knowledge, greater than 10% stockholders, complied with the filing requirements of Section 16(a) of the Exchange Act, except for: Scott Nolen, Joseph McManus and Gregory Martel, who each filed one late Form 3.

In making this statement, we have relied upon the written representations of our directors and officers, and copies of the reports that they have filed with the SEC.

inTESTCorporation | 2023 Proxy Statement – 13

PROPOSAL 1: ELECTION OF DIRECTORS

Our bylawsThe Bylaws of inTEST Corporation, as amended and restated effective April 23, 2018 (our “Bylaws”), provide that our Board of Directors shall consist of not less than five directors, as determined by the Board of Directors,from time to time, and that each director shall hold office until the next Annual Meeting of Stockholders and until a successor shall be duly elected and qualified, or until his earlier resignation, retirement or removal. The numberBoard currently consists of directors that presently constitute the entire Board is five.

five directors.

Listed below are the five nominees for director. The persons designated as proxies in the accompanying proxy card intend to vote "“FOR"” each such nominee unless a contrary instruction is indicated on the proxy card. If for any reason any such nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by the Board, of Directors, if any person is so nominated. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected, and all nominees have expressed their intention to serve the entire term for which election is sought.

Recommendation of the Board

The Board of Directors recommends a vote "“FOR"” the election of each of the nominees to the Board of Directors named below.

Nominees for Election

The names of the persons nominated for election each of whom presently serves as a director, are listed below, together with their ages and certain other information regarding the nominees.

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Biographical and Other Information Regarding inTEST's Directors

inTEST’s Director Nominees

Biographical information regarding the business experience of each of our directorsnominees and the primary aspects of each of our directors'nominees’ experience, qualifications, attributes, or skills that led to the conclusion that each of our directorsnominees should serve on our Board of Directors is set forth below.

Alyn R. Holt is a co-founder of inTEST Corporation and has served as our Chairman (renamed Executive Chairman in October 2007) since our inception in September 1981. Mr. Holt also served as our Chief Executive Officer from September 1981 to August 1998.Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Holt's education as an engineer and his experience as the designer and developer of the basic products in our Mechanical Products segment, as well as his knowledge and industry experience as a founder and our former Chief Executive Officer for 17 years and an industry participant for approximately 50 years, are the attributes, skills, experiences and qualifications that allow Mr. Holt to provide visionary leadership as the Chairman of our Board of Directors.

Robert E. Matthiessenhas served as our Chief Executive Officer since August 1998 and our President since February 1997. Mr. Matthiessen also served as our Chief Operating Officer from December 1997 to August 1998. Prior to that, Mr. Matthiessen served as our Executive Vice President after joining us in October 1984. Mr. Matthiessen has served as a director since February 1997.Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Matthiessen's education and experience in the fields of mechanical and electrical engineering, his experience in the ATE industry throughout his over 40 year career and his extensive network of contacts and relationships in this industry, in addition to his over 25 years of experience at our Company, are the attributes, skills, experiences and qualifications that uniquely qualify him to execute our strategies and make valuable contributions as one of our directors.

Steven J. Abrams, Esq. was elected to serve as a director on January 8, 2013. In April 2016, Mr. Abrams joined Hogan Lovells US LLP as a partner. Prior to this, Mr. Abrams was with Pepper Hamilton LLP for 20+ years where he was co-chair of the Corporate Securities and Life Sciences Practice and a member of the Executive Committee. Mr. Abrams concentrates his legal practice on securities and merger and acquisition transactions. Mr. Abrams also counsels clients on governance, disclosure and transactional matters. Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Abrams' 20 plus years of experience as a corporate and securities attorney providing counsel to corporations and other business entities regarding governance, disclosure and transactional matters allows Mr. Abrams to make a valuable contribution as one of our directors.

Joseph W. DewsIVwas elected to serve as a director on April 10, 2014.  Mr. Dews has been a Partner at AGC Partners, an advisory-only technology investment bank since July 2012. Prior to that, Mr. Dews held various positions, including Managing Director and Partner, at ThinkEquity LLC from May 2007 to July 2012, and held various positions, including Managing Director and Principal, at Needham & Company from February 2001 to May 2007, both technology investment banks. Mr. Dews has acted as a strategic and financial advisor to numerous public and private technology companies in the U.S. and internationally, including assessing corporate strategies and evaluating options for fund raising, share repurchases and acquisitions of businesses. In addition to his experience as an investment banker, Mr. Dews has a technical background including a Bachelor of Science in Applied & Engineering Physics from Cornell University and approximately two years of experience in the semiconductor industry working as a Field Applications Engineer for Cirrus Logic KK. Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Dews' over 20 years of experience as an investment banker and familiarity with the semiconductor industry uniquely positions him to contribute strategic insight, acquisition creativity, and other valuable contributions as one of our directors.

William Kraut was elected to serve as a director on January 8, 2013. Mr. Kraut was an audit partner with EisnerAmper LLP until he retired in August 2011. From December 1980 until July 2010 he was partner in charge of the audit practice, for both public and non-public companies, as well as partner in charge of quality control functions within the firm of Amper, Politziner & Mattia LLP until it combined with Eisner LLP to form EisnerAmper LLP in July 2010. Since December 2011, Mr. Kraut has been a partner of Newport Board Group LLC which provides consulting services to companies in various industries. Among other attributes, skills, experiences and qualifications, the Board believes that Mr. Kraut's accounting experience as a certified public accountant at a national accounting firm, including 30 years as an audit partner, give him insight into corporate finance trends and practices and in-depth understanding and familiarity with generally accepted accounting principles and internal control procedures. In 2014, Mr. Kraut was designated a Board Governance Fellow by the National Association of Corporate Directors. These attributes, skills, experiences and qualifications allows Mr. Kraut to make a valuable contribution as one of our directors and as the Chairman of our Audit Committee.

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14 – inTESTCorporation | 2023 Proxy Statement

Proposal 1: Election of Directors (continued)

inTESTCorporation | 2023 Proxy Statement – 15

Proposal 1: Election of Directors (continued)

Director Independence

Our Board of Directors has determined that each of the current directors meetsmeet the independence requirements of the listing rules of NYSE MKT Listing RulesAmerican LLC (the "NYSE MKT Rules"“NYSE American Rules”), with the exception of Mr. Holt,Grant, who serves as our Executive Chairman, and Mr. Matthiessen, whoalso serves as our President and Chief Executive Officer. In making the foregoing determination, with respect to our non-employee directors, the Board did not identify any matters, transactions, relationships or arrangements that needed to be considered in determining independence of these directors.

such persons.

Board Leadership Structure

Our Bylaws and Guidelines on Significant

As stated in the Company’s Corporate Governance Issues state our general policyGuidelines, which can be found on the Company’s website at www.intest.com, the Board believes that it is in the positionbest interests of the Company for the Board to make a determination regarding whether or not to separate the roles of Chairperson of the Board and President and Chief Executive Officer may be held by eitherbased upon the Executive Chairman orcircumstances. As of the date of this proxy statement, the offices of Chairperson and President of inTEST. We believe this gives us the greatest flexibility to maintain strong leadership and management of inTEST. Presently, the position of Chief Executive Officer isare held by two separate individuals. Joseph W. Dews IV, an independent director, serves as the President. We believe thisChairperson of the Board, and Richard N. Grant, Jr. serves as the President and Chief Executive Officer of the Company. The Board believes the separation of the roles is the most appropriate structure at this time, as it allows our Executive Chairmanthe Company’s Chairperson to maintain primary focus on long range administrationlead the Board’s responsibilities for reviewing, approving and development of strategic initiatives, whilemonitoring fundamental financial and business strategies, allowing the President has primaryand Chief Executive Officer to focus primarily on daily operations, product developmentestablishing and synergies among our product segments. Our Guidelinesimplementing the Company’s strategic plan and on Significant Corporate Governance Issues also state the Board's belief that, for the effective operationday-to-day operations.

16 – inTESTCorporation | 2023 Proxy Statement

Proposal 1: Election of the Board, an independent director be designated as the Lead Independent Director. Our Lead Independent Director is William Kraut. As Lead Independent Director, he is responsible for calling and chairing meetings of the independent directors, acting as a liaison between the independent directors and the Executive Committee and performing various other duties. The general responsibilities of the Lead Independent Director are set forth in a written charter adopted by the Board and posted on our website: www.intest.com.

Directors (continued)

Risk Oversight

Management is responsible for the day-to-day management of risks that we face, while the Board, of Directors, as a whole and through its Committees,committees, has responsibility for the oversight of risk management. Management attends regular meetings of the Board and Committee meetingscommittees and discusses with the Board or Committeesappropriate committees the various risks confronting inTEST, including the operational, legal, market and competitive risks that we face. In addition, the Audit Committee regularly considers major financial risk exposuresrisks and the steps management has taken to monitor and control such exposures.

risks. The Compensation Committee provides oversight of risks related to our compensation policies and practices. The Nominating and Corporate Governance Committee oversees risks associated with our corporate governance practices and the independence of directors. The Audit Committee also assists the full Board in overseeing the Company’s risk management practices. During the past year, the Audit Committee reviewed presentations from management covering risk related to critical accounting policies, revenue cycle overview, human resources policies and procedures and SOX 404b readiness.

Transactions with Related Persons

We have not entered into any transactions with a related person since the beginning of our most recently completed fiscal year on January 1, 2015,2022, nor are we otherwise a party toparticipant in a current transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. For purposes of this paragraph, a related person includes any executive officer, director or nominee for director, any greater than 5% beneficial owner of our common stock, and any immediate family or household member of any of the foregoing.

inTESTCorporation | 2023 Proxy Statement – 17

  RESPONSIBLE CORPORATE GOVERNANCE

Committees of theRisk Oversight and Board of Directors

Structure

inTEST is committed to achieving excellence in our corporate governance practices. Our Board of Directors believes that its overriding responsibility is to offer guidance and the benefit of its collective experience to help our management understand the potential risks weighed against the potential opportunities it may confront. Our Corporate Governance Guidelines which set forth our composition considerations, responsibilities and requirements can be found on our website at https://ir.intest.com/corporate-governance.

The Board recognizes its responsibility to determining in the establishment of the Company’s strategy what is the appropriate level of risk for the Company. Fundamental to this process is also ensuring that management not only understands potential risks but is taking the steps needed to understand and manage these risks. To handle these processes, we have currently has fourstructured our Board to have three standing Committees: Executive, Audit, Compensation, and Nominating and Corporate Governance. Copies of the charters of each of thesethe current committees are posted on our website: www.intest.com.

The ExecutiveAudit Committee is appointed by the Board of Directors to exercise all powers and authority of the Board of Directors in the management of our business and affairs during intervals between meetings of the Board of Directors, and to provide oversight of, and make recommendations to, the Board of Directors regarding corporate initiatives and strategies. During 2015, the members of the Committee were Alyn R. Holt, Chairman, Steven J. Abrams, and Joseph W. Dews IV. The Committee held one meeting in 2015.

The Audit Committee is appointed by the Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities with respect to ourthe Company’s financial management and controls. The Committee'sAudit Committee’s primary oversight responsibilities relate to the integrity of our accounting and financial reporting processes, audits of our financial statements, and systems of internal control over financial reporting and accounting matters, and the independence, qualifications, retention, and performance of our independent registered

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public accounting firm. During 2015,2022, the members of the Audit Committee were William Kraut, Chairman,Gerald J. Maginnis (Chairperson), Steven J. Abrams and Joseph W. Dews IV.Jeffrey A. Beck. The Board of Directors has determined that Mr. Kraut meetsboth Messrs. Maginnis and Beck meet the criteria of an "audit“audit committee financial expert"expert” as that term is defined in Item 401 of Regulation S-K. The Board of Directors has also determined that each of the members of the Audit Committee who served as such during 2022, including each of the current members of the Audit Committee, is independent within the meaning of the NYSE MKTAmerican Rules. The Audit Committee held eight12 meetings during 2015.

2022.

The Compensation Committee is appointed by the Board of Directors to review, evaluate, and approve the compensation and benefit programs of our executive officers, to administer our equity basedequity-based compensation plans, and to review and recommend to the Board of Directors changes to our director compensation.compensation and to review the annual disclosures regarding the compensation of the Company’s executive officers to be included in inTEST’s annual proxy statement and Annual Report on Form 10-K. During 2015,2022, the members of the Compensation Committeewere Jeffrey A. Beck (Chairperson), Joseph W. Dews IV, Chairman,and Steven J. Abrams, and William Kraut.Abrams. The Board of Directors has determined that each of the members of the Compensation Committee is independent within the meaning of the NYSE MKTAmerican Rules, including the stricter requirements of Section 803 of the NYSE MKTAmerican Company Guide, which are not applicable to smaller reporting companies, but which we have adopted as the standard of independence for this Committee. The Compensation Committee held seven4 meetings during 2015.

2022.

The Nominating and Corporate Governance Committee is appointed by the Board of Directors to select the director nominees to be presented for election at future annual meetings of stockholders, and to review and assess our corporate governance procedures.procedures and to oversee annual evaluations of the Board and director self-assessments. During 2015,2022, the members of the Nominating and Corporate Governance Committee were Steven J. Abrams Chairman, William Kraut, and(Chairperson), Joseph W. Dews IV.IV and Gerald J. Maginnis. The Board of Directors has determined that each of the members of the Nominating and Corporate Governance Committee is independent within the meaning of the NYSE MKTAmerican Rules. See "Nominating Procedures"“Nominating Procedures” for information regarding the process for identifying and evaluating nominees, procedures for stockholder nominations and director qualifications. The Nominating and Corporate Governance Committee held three2 meetings during 2015.

2022.

Board Meetings

During the year ended December 31, 2015,2022, the Board of Directors held a total of ten8 meetings. Each of our directors attended at least 75% of the aggregate number of meetings of the Board and meetings of any committee of which he was a member, which were held during the time in which he was a director or a committee member, as applicable.

All members of the Board of Directors are encouraged, but not required, to attend our annual meeting of stockholders, and may do so virtually, in person onor by phone. ThreeAll of our directors attended the 20152022 Annual Meeting of Stockholders, which was held virtually on June 24, 201522, 2022.

18 – inTESTCorporation | 2023 Proxy Statement

Responsible Corporate Governance (continued)

Director Stock Ownership Guidelines

On January 14, 2019, the Board approved stock ownership guidelines for non-employee directors (the “Director Ownership Guidelines”). The ownership target under the Director Ownership Guidelines for each non-employee director is five times the annual cash retainer for non-employee directors. Non-employee directors have five years to achieve the ownership target from the later of the date on which the Director Ownership Guidelines were approved or a director joined the Board. Sales of the Company’s stock by phone.

non-employee directors are allowed only after each director reaches his ownership target. Such sales of the Company’s stock are allowed, however, prior to the achievement of the ownership target for the purpose of covering taxes due on vesting restricted stock awards and pursuant to any existing trading plans. Each of our non-employee directors as of December 31, 2022 was in compliance with the Director Ownership Guidelines.

Prohibition of Employee, Officer and Director Hedging

The Board believes it is improper and inappropriate for any director, officer or other employee to engage in short-term or speculative transactions involving inTEST’s securities. As such, inTEST’s insider trading policy prohibits directors and employees, including executive officers, from engaging in any hedging or monetization transactions involving inTEST’s securities, purchases on margin or pledging of securities, short sales, buying or selling put or call options and (i) selling equity securities of the Company sooner than six months after last acquiring such equity securities or (ii) buying equity securities of the Company sooner than six months after last selling such equity securities.

Stockholder Communications with the Board of Directors

Stockholders who wish to communicate directly with the Board, of Directors, or with a particular director, may send a letter addressed to our Secretary at 804 East Gate Drive, Suite 200, Mt. Laurel, NJ 08054. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder“Stockholder Board Communication"Communication” or "Stockholder“Stockholder Director Communication."” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the directors addressed. If a stockholder wishes the communication to be confidential, such stockholder must clearly indicate on the envelope that the communication is "confidential."“confidential.” The Secretary will then forward such communication, unopened, to the directors, or director, specified on the envelope, or if none, to the ChairmanChairperson of the Board of Directors.

Board.

Compensation Procedures

During 2015,2022, the Compensation Committee was comprised, and presently is comprised, solely of independent directors. Under Delaware state law, theThe Compensation Committee has the authority to delegate any or all of its powers and authority to one or more subcommittees, each subcommittee to consist of one or more members of the Compensation Committee. No such delegation of authority to a subcommittee has occurred. All decisions regarding the compensation of our Executive Officersexecutive officers are approved by the Compensation Committee.

For purposes of considering and determining compensation for executive officers in years prior to and including 2015, our process had generally been initiated by

As a review of the individual contributions and performance of each executive officer, as described in this paragraph. Our Executive Chairman was responsible for evaluating the performance of the President and Chief Executive Officer and for presenting that evaluation to the Committee with his recommendation for the compensation of the President and Chief Executive Officer. The President and Chief Executive Officer was responsible for evaluating the Chief Financial Officer and each of the General Managers of our Product Segments and for presenting his evaluations of these officers to the Compensation Committee with his recommendations for compensation. The Executive Chairman's compensation was determined by the Committee based upon its assessment of the performance of the Executive Chairman in light of the Chief Executive Officer's overall recommendations regarding executive compensation. In each case, the members of the Committee have had significant contact with each of our executive officers during the course of the year, such that the compensation decisions also reflected the Committee members' assessments of individual contribution and performance, as well as overall company and Product Segment performance.

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For years prior to 2016, management would periodically obtain survey data of comparably situated companies from Economic Research Institute ("ERI") to guide it in its recommendations of compensation decisions. The specific parameters defined for ERI typically are job titles, company revenue size, company SIC code and geographic location. Based upon these inputs, ERI supplies base salaries, incentive and total compensation information for comparable positions. Where comparable positions did not exist, further analysis would be done to determine appropriate comparable compensation parameters. Thus, because it has been our practice to have both an Executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions was determined by combining the ERI data for the position of "Outside Chairman" and the position of "Inside Chairman and Chief Executive Officer" and adjusting for the additional activities and responsibilities of our Executive Chairman. The key data obtained from ERI that the Committee used were the ranges of fixed compensation (base salaries), variable compensation, and total compensation, as well as the mean of each range. This data was then compared to the actual compensation of each executive officer for the prior year and the average actual compensation for the past five years.

Changesgeneral matter, changes to director compensation are periodically considered by the Compensation Committee and recommended to the Board of Directors for approval. Such changes may be proposed by any director. Any change in the compensation of any director or any group of directors is approved by a majority of non-interested directors, and, if such recommendation applies to the compensation of all directors, by a majority of the independent directors in addition to a majority of the directors then in office. For periods prior to 2016, information regarding director compensation at comparable companies was also obtained periodically from ERI.

Procedures Applicable to 2016 Executive Compensation.

In the fall of 2015,2021, the Compensation Committee determined to retainretained Radford, a unit of Aon plc, as its independent compensation consultant to advise it regarding current best practices for executive and director compensation arrangements. Radford,arrangements and to review and make recommendations regarding the amount, type and structure of compensation consultant independently retained byto be paid to the Company’s executive officers and directors in 2022. At the direction of the Compensation Committee, providedRadford compares the Committee with peer group data regardinglevels of compensation arrangements, plans, and amounts. As a result of the Committee's analysisexecutive officers and directors to market based data available in the Radford Global Technology Survey for similarly sized companies.

The Compensation Committee determined that Radford does not provide any material services to management or the Company, and that Radford does not have any business or personal relationship with any member of the information provided, and with the recommendations of the compensation consultant, the Compensation Committee adopted a newor management compensation plan with regard to both cash and equity compensation to more closely align executive compensation with specific objectivesor otherwise have any conflict of the company and more closely align the executive officers' long-term interests to those of stockholders. In addition, based upon the consultant's recommendations, the Board approved increasesinterest in equity compensationperforming its services for the independent directors to more closely align the independent directors' long-term interests to those of stockholders.Compensation Committee.

Nominating Procedures

Generally, in order to identify

inTESTCorporation | 2023 Proxy Statement – 19

Responsible Corporate Governance (continued)

Board Composition and evaluate director nominees, ourDiversity

Our Nominating and Corporate Governance Committee (which is comprised solely of independent directors) is responsible for developing the general criteria, subject to approval of the Board of Directors, for use in identifying, evaluating and selecting qualified candidates for election, or re-election, to the Board. The Nominating and Corporate assesses the qualifications, expertise, performance and willingness to serve of each current director. director or candidate.

The Nominating Committee and the Board seek diversity among the members of the Board. The Nominating Committee and the Board believe that considering diversity in terms of experience, skills, industry knowledge, subject matter familiarity as well as gender, race, and national origin creates a Board that can best serve the needs of the Company and its shareholders and are important factors that are considered when identifying individuals for Board membership. In addition, diversity with respect to tenure is important to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our Directors.

If as a result of suchits annual assessment of the Board and its composition, or at any other time during the year, the Board of Directors determines a need to add a new director with specific qualifications or to fill a vacancy on the Board, a search will be initiated utilizing appropriate staff support, input from other directors, senior management, and outside contacts, consideration of nominees previously submitted by stockholders, and, if deemed necessary or appropriate, retention of a search firm. An initial slate of candidates satisfying the specific qualifications, if any, and otherwise qualifying for membership on the Board, will be identified and reviewed by the Nominating and Corporate Governance Committee and the Board. The candidatesCandidates will be prioritized, and a determination made as to whether a member of the Nominating and Corporate Governance Committee, another director or member of senior management has a relationship with the preferred candidate and can initiate contacts. If not, contact may be initiated by athe Company or the search firm. The ChairmanChairperson and one or more members of the Nominating and Corporate Governance Committee or the Board will interview theany prospective candidate.candidates. Evaluations and recommendations of the interviewers will be shared with all members of the Nominating and Corporate Governance Committee for final evaluation. The Nominating and Corporate Governance Committee will then meet to consider such recommendations and to determine which candidate (or candidates) to select. The Nominating and Corporate Governance Committee will evaluate all nominees for director, including nominees recommended by a stockholder, on the same basis.

Each of the incumbent nominees for director included in this proxy statement were selectedwas recommended for re-election by the Nominating and Corporate Governance Committee. The full Board, of Directors, including the Executive Chairman and the President and Chief Executive Officer, unanimously recommendapproved all of the nominees for election by the stockholders of the Company.

Pursuant toCompany, as recommended by the Charter of the Committee, the Committee considers all candidates, including candidates submitted by stockholders on the same basis. Nominating and Corporate Governance Committee.

Stockholder recommendations with regard to director candidates may be submitted in writing to the Secretary of inTEST for consideration by the Nominating and Corporate Governance Committee. Each such recommendation should include the following information: (i) the name, age, business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of common stock of inTEST which are beneficially owned by each such nominee, (iv) the qualifications of such nominee for service on the Board, of Directors, (v) the name and residence address of the proposing stockholder(s), (vi) the number of shares of common stock owned by the proposing stockholder(s), and (vii) such other information as the stockholder making such recommendation believes would be relevant to the consideration of such candidate.

10

Director candidates must meet certain minimum qualifications, including being at least 21 years old and possessing (1) the ability to read and understand corporate financial statements, (2) relevant business experience and professional skills, (3) high moral character and personal and professional integrity, and (4) the willingness to commit sufficient time to attend to his or her duties and responsibilities as a director of a public corporation. In addition, the Nominating and Corporate Governance Committee may consider a variety of other qualities and skills, including (i) expertise in finance, economics, technology or markets related to the business in which inTEST and its subsidiaries may engage, (ii) the ability to exercise independent decision-making, (iii) the absence of conflicts of interest, (iv) diversity of experience, and (v) the ability to work effectively with other directors in collectively serving the long-term interests of all stockholders. Nominees must also meet any applicable requirements of SEC regulations, state law, our Certificate of Incorporation and inTEST's charter and bylaws. While we do notour Bylaws. When assessing a candidate, consideration will be given to the effect such candidate will have a policy related to Board diversity,on the Committee seeks nominees whose qualifications provide a diversity of relevant experiencethe Board. Diversity of the Board is evaluated by considering a broad range of attributes, such as background, both geographic and skill sets that synergistically combine to provide a strong management advisorydemographic (including, without limitation race, gender and oversight capability.

national origin), expertise and experience.

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Responsible Corporate Governance (continued)

Stockholders who wish to make nominations to be considered at the 20172023 Annual Meeting of Stockholders may do so by following the procedures set forth in our Bylaws. See "Information“Information Regarding Deadlines and Procedures for Submission of Stockholder Proposals and Nominations of Directors"Directors” for additional information regarding the deadlines and notice procedures.

Committee Compositions Following the Annual Meeting

Subject to and upon the election of each director nominee to the Board at the Annual Meeting, the Committee compositions following the Annual Meeting will not change and be as follows:

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AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed our audited consolidated financial statements for the year ended December 31, 20152022 and met with management.both management and RSM US LLP (“RSM”), our independent registered public accounting firm, to discuss those financial statements. The Audit Committee also reviewed the report of management contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC, as well as RSM’s report included in our Annual Report on Form 10-K related to its audit of the consolidated financial statements and financial statement schedule. The Audit Committee has discussed with RSM the matters required to be discussed under the rules adopted by Statement on Auditing Standards No. 61, as amended, "Communication Withthe Public Company Accounting Oversight Board (“PCAOB”). The Audit Committees" with RSM US LLP, our independent registered public accounting firm ("IRPA Firm") for the year ended December 31, 2015. The Committee has received the written disclosures and the letter from RSM US LLP required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526,Communicationthe PCAOB regarding RSM’s communications with the Audit Committees Concerning Independence (which relates to the IRPA Firm'sCommittee concerning independence from us and our subsidiaries) and has discussed with RSM US LLP their independence from us and our related entities.

independence.

Based on the reviewthese reviews and discussions referenced above,with management and RSM, the Audit Committee recommended to our Board of Directors(and the Board approved) that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015.2022.

Jeffrey A. Beck

22 – inTESTCorporation | 2023 Proxy Statement

EXECUTIVE OFFICERS OF inTEST

Our executive officers and their ages are as follows:

EXECUTIVE COMPENSATION

Executive Summary

Since 2016, the Compensation Committee has retained an independent compensation consultant, Radford, to review our executive compensation structure and recommend changes to the structure and manner of compensating our executive officers. In March 2022, as a result of the Compensation Committee’s analysis of information provided by and recommendations from Radford, the Compensation Committee adopted a compensation program for 2022 for our executive officers that designsaligned executive officer compensation with competitive market practices and manufactures hydro-acoustic measurement systems.specific objectives of the Company in addition to aligning our executive officers’ long-term interests with those of our stockholders by targeting pay for performance. In March 2022, based on the recommendations of Radford and discussions with management, the Compensation Committee approved an executive compensation program based on the following for 2022:

EXECUTIVE COMPENSATION

Overview of the Executive Compensation Program

The executive compensation program is designed to reflect the performance of the Company and align the executive officers’ interests with those of our stockholders. To achieve these ends, the executive compensation program consists of three components: base salary, performance-based short-term incentives, and long-term incentives, as more fully described below. While there is no fixed formula, the Compensation Committee seeks an appropriate balance between cash and non-cash compensation, short and long term incentives, at-risk compensation and a mix of various forms of equity compensation. In addition, consistent with market practices, the Compensation Committee believes that executive officers who have greater and more direct impact and ability to influence the Company’s overall performance should receive a significant proportion of equity-based compensation relative to their total compensation, thus seeking to align the executive officers’ incentives and impact with the value they bring to Company-wide performance.

The executive compensation program for 2022 directly addressed the executive compensation of our Chief Executive Officer, Richard N. Grant, Jr., and our Chief Financial Officer, Duncan Gilmour who at the time of its adoption were the Company’s only named executive officers (NEOs). During fiscal year 2022, Scott Nolen became an executive officer. Mr. Nolen’s 2022 executive compensation program is materially consistent in design and structure to the plan established by the Compensation Committee for our other NEOs and, for example, includes base salary, performance-based short-term incentives, and long-term incentives. The base salary and performance-based short-term incentives for Mr. Nolen’s 2022 executive compensation program was established by our Chief Executive Officer, Mr. Grant, prior to his becoming an executive officer, and the long-term incentives were established by the Compensation Committee.

The elements of our executive compensation program are periodically reviewed and analyzed using current publicly available market data, contemporary market trends in the industries in which the Company operates and periodic reviews of compensation and benefit surveys. Although we perform periodic reviews of salary surveys and use compensation consultants to analyze elements of our compensation program, we do not believe that it is appropriate to establish compensation levels based solely on the use of such surveys or analysis or to specifically target any particular market compensation level. This information is used as a market check and as one data point in reviewing our executive compensation program.

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Executive Compensation (continued)

The components of our 2022 Executive Compensation Plan were as follows:

Philosophy

The Compensation Committee is committed to the general principle that executive compensation should be commensurate with ourthe Company’s performance and the performance of the individual executive officer. The primary objectives of our executive compensation program are to:

• attract and retain executive officers who demonstrate the leadership and management skills necessary to drive our long-term success;
• reward the achievement of our business goals and individual contributions toward achievement of those goals; and
• provide compensation opportunities linked to our performance and the interests of our stockholders.

Generally, decisions regarding our executive compensation program reflect the individual contributions and performance of each executive officer as well as our overall business goals and strategies, the business cycle of our industry and, if applicable, prior cost-containment initiatives and adjustments. In addition, our executive compensation program has been developed with reference to the executive compensation practices of comparable companies to ensure that

Our pay philosophy is for the total compensation opportunity provided to(base salary plus short-term incentive compensation and long-term equity-based compensation) of our named executive officers is competitive withto be guided by the market in which we competemedian for executive talent.

similarly situated companies.

Underlying our executive compensation program is the philosophy that the interests of our stockholders are best served by a program that includes a significant variable component based on our performance. For yearsAs a result, our executives have a significant portion of their compensation “at risk,” either through the variability of the short-term incentive portion of the plan, or subject to the movement in the price of the Company’s stock or the Company’s performance through the long- term incentive portion of the plan. Amounts paid under the plan are further subject to repayment or “claw back” as needed to comply with all applicable laws and regulations.

Accordingly, and as more fully described below, the Compensation Committee approved the following compensation arrangements (“2022 Executive Compensation Plan”) for Mr. Grant (our CEO) and Mr. Gilmour (our CFO) for 2022, who, together with Mr. Nolen (our Process Technologies Division President), we refer to as our “named executive officers”. Mr. Nolen’s 2022 executive compensation program was established prior to his becoming an executive officer. Mr. Nolen’s 2022 executive compensation program is materially consistent in design and structure to the plan established by the Compensation Committee for our other NEOs.

inTESTCorporation | 2023 Proxy Statement – 25

Executive Compensation (continued)

2022 Base Salary and Long-Term Incentive Compensation

Executive Compensation (continued)

The Committee and Mr. Grant (our CEO) believes that the goals for Company-wide and division performance along with the personal goals established under the 2022 Executive Compensation Plan were sufficiently difficult to achieve in order to provide a significant incentive for the participants to improve the Company’s and individual division performance during that year. The Committee and Mr. Grant (our CEO) also believes that such goals did not encourage any of the participants to cause the Company to take excessive risks in connection with achieving the goals and that, by including 2015,targets for strategic performance such as those related to development and implementation of a talent development program, the goals were consistent with reducing the Company’s overall risks.

The following matrix shows the payout opportunity for the financial performance portion of the short-term incentive program as a function of target revenue and the targeted financial measures applicable to each NEO.

Executive Compensation (continued)

For the short-term incentive program Mr. Nolen did not fully achieve the financial performance goals described above, which were weighted as 65% or the implementation of a long-term service strategy and program, which was weighted as 5%. Mr. Nolen did not fully achieve the completion of one or more acquisitions in 2022, which was weighted as 20%. Mr. Nolen did successfully implement a talent development program for his division, which was weighted at 10%.

As a result, the short-term incentive compensation payout to Mr. Nolen for 2022 was as follows:

Executive Compensation (continued)

For purposes of satisfying the minimum ownership requirement, the following will be included:

Unvested shares of performance-based restricted stock, and unexercised options (whether vested or unvested) will not be included in connectionthe determination of ownership calculations for purposes of meeting the minimum ownership requirement.

As of December 31, 2022, Messrs. Grant and Nolen were in compliance with his promotion to Executive Vice President.

the minimum ownership required. Mr. Gilmour did not meet the applicable minimum ownership requirement, as he joined the Company in June 2021 and is within the five-year phase-in period.

Tables and Additional Narrative Discussion

The following table compares the aggregate compensation for our five executive officers consisting of fixed compensation (base salary)tables and variable compensation (non-equity incentive plan compensation or bonus) to our pre-tax profits for the five year period ended December 31, 2015.

Executive Compensation (continued)

Summary Compensation Table

For the Fiscal Year Ended December 31, 2022

Executive Compensation (continued)

Outstanding Equity Awards at Fiscal Year-End

For the Fiscal Year Ended December 31, 2022

Executive Compensation (continued)

Employment Agreements

Richard N. Grant, Jr.

In connection with his appointment as our Chief Executive Officer and our two other most highly compensated executive officers who were serving as such at December 31, 2015. These officers are referred to as our "named executive officers."