Andrea Wainer
NEOGENAbout Andrea F. Wainer
Andrea F. Wainer, age 57, joined Neogen’s Board in 2025 and brings nearly three decades of diagnostics and healthcare leadership, most recently as Executive Vice President of Rapid and Molecular Diagnostics at Abbott Laboratories, overseeing global molecular diagnostics, rapid point-of-care testing, and handheld devices businesses . She is independent under Nasdaq standards, with the Board determining all directors other than the CEO are independent; she serves on Neogen’s Audit and Science, Technology & Innovation Committees . The Board held 7 meetings and 19 committee meetings in fiscal 2025; directors (as a group) attended more than 75% of meetings, and the Board conducts independent director executive sessions at least quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | Executive Vice President, Rapid and Molecular Diagnostics; prior leadership roles across pharmaceuticals, renal care, animal health, molecular diagnostics | Joined Abbott in 1997; dates for EVP role not disclosed | Led three global businesses (molecular diagnostics, rapid point-of-care, handheld devices); broad operational and regulatory leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analog Devices, Inc. (Nasdaq: ADI) | Director | Not disclosed | Board role; committee assignments not disclosed |
| Goodman Theatre (Chicago) | Board of Trustees | Not disclosed | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee member; Science, Technology & Innovation Committee member; not a chair. The Audit Committee met 8 times in fiscal 2025 and is responsible for financial statement integrity, ICFR, compliance, auditor oversight, and approving related-party transactions; all current Audit Committee members are “audit committee financial experts” and independent . The Science, Technology & Innovation Committee met once, overseeing R&D strategy and emerging technologies .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; none of the committee members has ever been an employee of the Company .
- Attendance and engagement: Board held 7 meetings and committees held 19 meetings in fiscal 2025; each director attended more than 75% of applicable meetings; independent directors meet in executive session at least quarterly .
- Board leadership: Independent Chair (James C. Borel) leads Board meetings; CEO does not attend independent director sessions except upon request .
- Cybersecurity and risk oversight: Governance Committee oversees ESG, board operations, succession, risk management, and enterprise cybersecurity strategy .
- Related-party oversight: Audit Committee reviews and approves related-party transactions; none reported for fiscal 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-employee director) | $55,000 | Paid quarterly |
| Board Chair additional retainer | $55,000 | Paid to Chair |
| Committee membership fees (Audit) | $10,000 | Annual for Audit Committee members |
| Committee membership fees (Compensation, Governance, ST&I) | $7,500 | Annual for members |
| Committee chair fees (Audit) | $10,000 | Additional annual fee |
| Committee chair fees (Compensation, Governance, ST&I) | $7,500 | Additional annual fee |
| Equity grant (annual total) | $165,000 | Split equally into options and RSUs; granted at start of annual service/election; option strike = closing price on grant date |
| RSU vesting | 3-year ratable | Time-based vesting |
| Option vesting and term | 3-year ratable; 7-year term | No repricing; no reloads |
Note: The fiscal 2025 director compensation table did not list Ms. Wainer (she became a director in 2025 after the fiscal year ended); policy amounts above reflect the non-employee director program .
Performance Compensation
Directors do not have performance-based pay; equity awards (RSUs and options) for directors vest time-based and are not tied to financial/ESG performance metrics .
| Performance Metric | Applies to Director Compensation? |
|---|---|
| Revenue growth, EBITDA, TSR, ESG | Not applicable to director compensation; director equity is time-based |
Other Directorships & Interlocks
- Current public company board: Analog Devices, Inc. (ADI). No disclosed related-party transactions or interlocks involving ADI with Neogen; Audit Committee reported no related-party transactions in fiscal 2025 .
- Non-profit: Goodman Theatre Board of Trustees .
Expertise & Qualifications
- Logistics, global sourcing, operations; executive leadership; financial expertise; R&D; regulatory; international experience—mapped to Audit and ST&I committee needs .
- Audit Committee financial expert status (committee-level determination that all current members are financial experts) supports oversight of reporting and controls .
Equity Ownership
| Holder | Shares Owned | Right to Acquire within 60 Days | Total | % of Outstanding |
|---|---|---|---|---|
| Andrea F. Wainer | 0 [“—”] | 0 [“—”] | 0 | <1% [“*”] |
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; counts unvested RSUs, excludes unexercised options and unearned PSUs; those not in compliance may not sell more than 25% of vested shares .
- Insider trading policy: Prohibits hedging and pledging (or margin accounts) without prior approval from the CFO and Board Chair; applies to directors .
- Section 16(a) compliance: No delinquent filings reported for fiscal 2025 .
Governance Assessment
- Strengths: Independent director with deep diagnostics and regulatory experience; serves on Audit and ST&I, with Audit Committee financial expert status; strong anti-hedging/anti-pledging policy; formal related-party oversight with no transactions reported; robust director ownership guidelines .
- Signals affecting investor confidence: Board responsiveness to 2024 say-on-pay (48.8% approval) by enhancing executive pay-for-performance with PSUs tied to Revenue CAGR, Adjusted EBITDA margin expansion, and FCF conversion plus rTSR modifier—demonstrates governance engagement and compensation rigor, though these changes concern executives rather than directors .
- Potential conflicts: Prior Abbott executive role and current ADI board seat—no related-party transactions or interlocks disclosed with Neogen; Audit Committee monitors and pre-approves any related-party activity .
- Attendance: Board and committee activity levels were high in fiscal 2025; directors met attendance expectations (>75%), supporting engagement .
- RED FLAGS: None disclosed for Ms. Wainer—no related-party transactions, hedging/pledging generally prohibited, no delinquent Section 16(a) reports; director equity is time-based without option repricing .
- Watch items: As of August 26, 2025, reported beneficial ownership for Ms. Wainer was zero; ownership guideline compliance status not disclosed and should be monitored over time .
Overall, Ms. Wainer’s committee assignments (Audit, ST&I), independence, and diagnostics domain expertise support board effectiveness in financial oversight and innovation, with no current conflict indicators disclosed .