Jennifer Alltoft
About Jennifer Alltoft
Independent director at Mesa Laboratories (MLAB) since 2019; currently serves on the Audit Committee. Principal occupation: SVP, Business Development and Commercialization at Sumitovant Biopharma, Ltd. (as disclosed in 2024 proxy). Age and education not disclosed in the proxy; board attendance was 100% in FY2024 and FY2025. Independence affirmed by the Board under Nasdaq rules and Mesa governance guidelines; no related-party relationships identified by the Board’s independence review .
Past Roles
- Not disclosed in the proxy for earlier positions beyond current external role .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sumitovant Biopharma, Ltd. | SVP – Business Development & Commercialization | Not disclosed | Not disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since 2019 |
| Independence status | Independent director; all committee members independent |
| Committees | Audit Committee member (FY2024–FY2025); Tony Tripeny (Chair), Jennifer S. Alltoft, Mark Capone |
| Attendance | 100% Board meeting attendance in FY2024 and FY2025; directors not required to attend annual shareholder meetings (only CEO attended in 2024) |
| Lead Independent Director | Shiraz Ladiwala; executive sessions held each quarterly Board meeting |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer ($) | $70,000 | $70,000 |
| Equity retainer – RSUs grant-date fair value ($) | $150,134 | $180,105 |
| Total director compensation ($) | $220,134 | $250,105 |
| Chair/lead retainers received | None disclosed for Alltoft (Audit Chair is Tripeny; Lead Independent Director is Ladiwala) |
Program parameters (common to non-employee directors):
- Standard director cash retainer $60,000; committee chair $10,000; Chair of Board $45,000; Lead Independent Director $10,000 (Alltoft did not hold these roles) .
- RSUs vest in full on the first anniversary of grant; RSU count based on closing price less expected dividends .
Performance Compensation
Directors receive time-based RSUs; no performance metrics (e.g., revenue/TSR) apply to director equity awards.
- FY2025 grant: 1,404 RSUs on Aug 15, 2024; fair value $128.28; vests in 1 year .
- FY2024 grant: 1,074 RSUs on Sep 1, 2023; fair value $139.79; vests in 1 year .
| Grant Date | RSUs (#) | Grant-Date Fair Value ($/unit) | Vesting |
|---|---|---|---|
| Sep 1, 2023 | 1,074 | $139.79 | 1-year cliff vest |
| Aug 15, 2024 | 1,404 | $128.28 | 1-year cliff vest |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed beyond MLAB |
| Prior public company boards (past 5 years) | None (Board notes only Tripeny and Capone held other public directorships) |
| Related-party transactions | None identified by Board independence review; all independent directors had no relationships compromising independence |
Expertise & Qualifications
- Industry background: Biopharma business development and commercialization (Sumitovant) .
- Governance: Audit Committee member; Board emphasizes directors with financial acumen and oversight skills; all standing committees are fully independent .
Equity Ownership
| Metric | As of Jun 14, 2024 | As of Jun 3, 2025 |
|---|---|---|
| Shares beneficially owned (#) | 2,400 | 3,474 |
| Percent of class (%) | <1% | <1% |
| Shares outstanding reference | 5,394,491 | 5,455,437 |
Ownership policy and alignment:
- Directors must hold ≥3x annual Board retainer within 5 years of first election; unvested RSUs count; options and unearned PSUs do not .
- Anti-hedging/anti-pledging policy in effect; short sales, derivatives, margin and pledging prohibited .
Governance Assessment
- Board effectiveness: Independent audit oversight; quarterly executive sessions; strong governance practices; all committees independent; 100% director attendance in FY2024–FY2025 .
- Pay alignment: Director pay mix balanced (cash + time-based RSUs); no performance-linked director equity, reducing risk of conflicting incentives; shareholder say‑on‑pay support high (94.6% in 2024), signaling confidence in compensation governance .
- Conflicts/related parties: Board’s independence review found no relationships compromising independence; no related-party transactions disclosed involving Alltoft .
- RED FLAGS: None evident. Hedging/pledging prohibited; no other public company board overload; attendance strong; no disclosed related-party exposure .
Overall signal: An independent Audit Committee member with biopharma commercialization experience, clean independence profile, and strong attendance. Compensation and ownership policies support alignment (3x retainer guideline; RSUs with 1-year vest), and there are no disclosed conflicts or red flags affecting investor confidence .