Aashima Gupta
NEOGENAbout Aashima Gupta
Independent director since 2022; age 54. Gupta is Global Director for the healthcare vertical at Google Cloud, leading GenAI strategy across providers and payers; prior technology roles at NIIT, Fidelity Investments, J.P. Morgan Chase, Apigee, and Kaiser Permanente. Expertise includes digital health, cloud, AI/ML, data/analytics; she holds two patents in computer applications and was selected by 3M to join Neogen’s Board in connection with Neogen’s acquisition of 3M’s Food Safety Division in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud | Global Director, Healthcare vertical; leads GenAI strategy across providers/payers | Not disclosed | Executive leadership; innovation/AI strategy |
| NIIT; Fidelity Investments; J.P. Morgan Chase; Apigee; Kaiser Permanente | Technology development roles | Not disclosed | Technology and business strategy; data, analytics, cloud |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Waystar (Nasdaq: WAY) | Director | Public | Healthcare payments/revenue cycle technology |
| Mölnlycke | Director | Private | Global medical solutions company |
| HIMSS NA | Director | Non-profit | Industry association; healthcare IT |
Board Governance
- Board class: Class III director; term expires 2026 .
- Committees: Governance Committee (member); Science, Technology & Innovation Committee (member) .
- Chair roles: None .
- Independence: Board determined all current directors other than the CEO are independent; Gupta is independent under Nasdaq rules .
- Attendance: Board met 7 times; committees met 19 times in FY2025; each director attended more than 75% of Board and committee meetings; 2024 Annual Meeting attendance disclosed as virtual .
- Executive sessions: Independent directors meet at least quarterly; CEO excluded except upon request .
- Governance scope: Governance Committee charter includes oversight of succession, ESG, and cybersecurity strategy and incident response; Audit Committee pre-approves related party transactions and reviews conflicts .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | Paid quarterly |
| Committee membership fees | $7,500 per Governance; $7,500 per Science/Tech & Innovation | Audit Committee membership would be $10,000; not applicable to Gupta |
| Committee chair fees | $7,500 (Governance/Comp/STI); $10,000 (Audit) | Gupta not a chair |
| FY2025 cash fees actually paid (Gupta) | $70,000 | Matches retainer + 2 committee memberships |
Performance Compensation
| Equity Award | FY2025 Grant Value | Vesting/Term | Grant Mechanics | Outstanding at 5/31/2025 |
|---|---|---|---|---|
| RSUs | $82,500 | 3-year ratable vesting | Granted on annual service start; at grant-date closing price | 11,699 RSUs |
| Stock Options | $82,500 | 3-year ratable vesting; 7-year life | Non-qualified options; grant-date price = closing price; no repricing/reloads | 78,870 options |
Equity plan context: Non-employee directors receive $165,000 in equity split equally between RSUs and options; company prohibits option repricing or reloads; grants occur at grant-date closing price; director equity vests over three years .
Other Directorships & Interlocks
- No compensation committee interlocks or insider participation disclosures involve Gupta; Compensation Committee members in FY2025 were independent and had no relationships requiring disclosure .
- Appointment provenance: Gupta was selected by 3M to be appointed to Neogen’s Board in connection with the FSD acquisition in 2022; no related-party transactions disclosed for FY2025 .
Expertise & Qualifications
- Core skills: Digital healthcare, AI/cloud, international expansion, executive leadership; patents in computer applications .
- Board qualification signals: Technology and innovation oversight via Science, Technology & Innovation Committee; governance oversight via Governance Committee .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total | % Outstanding |
|---|---|---|---|---|
| Aashima Gupta | 21,917 | 31,231 | 53,148 | <1% |
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; includes unvested RSUs, excludes unexercised options; those below guidelines restricted from selling more than 25% of vested shares .
- Anti-hedging/pledging: Company prohibits hedging and pledging without CFO and Board Chair approval; applies to directors .
Governance Assessment
- Committee roles align with Gupta’s technology/AI expertise (STI Committee) and broader governance oversight (Governance Committee), supporting board effectiveness in innovation and cybersecurity oversight .
- Independence and attendance support investor confidence; Gupta met independence standards and directors exceeded minimum attendance thresholds .
- Director pay structure balanced: modest cash retainer plus time-based equity; no performance-conditioned director equity; option repricing prohibited—a shareholder-friendly practice .
- Related-party/Conflicts: Audit Committee reports no related party transactions for FY2025; family relationships none; appointment linked to 3M FSD acquisition disclosed without ongoing transactions—low conflict risk based on filings .
- Broader governance signals: 2024 say‑on‑pay support was 48.8%, prompting material changes to executive LTI (adding PSUs tied to Revenue CAGR, Adjusted EBITDA margin expansion, and FCF conversion with rTSR modifier). While executive-focused, it indicates responsive governance by the Board and Compensation Committee to shareholder feedback .
RED FLAGS
- No related-party transactions disclosed for FY2025; none flagged for Gupta .
- Hedging/pledging prohibited; no pledges disclosed for directors .
- Attendance above 75% threshold; no low-attendance issues disclosed .
- 2024 say-on-pay at 48.8% (executives) was a governance risk signal; Board responded with PSU-based LTI in FY2026—mitigating concern .