Catherine Woteki
NEOGENAbout Catherine E. Woteki
Dr. Catherine E. Woteki, age 77, has served on Neogen’s Board since 2020. She is Professor Emeritus of Food Science and Human Nutrition at Iowa State University and a Visiting Distinguished Fellow at the University of Virginia’s Biocomplexity Institute; previously, she served as USDA Chief Scientist and Under Secretary for Research, Education, and Economics (2010–2016), USDA’s first Under Secretary for Food Safety, and Global Director of Scientific and Regulatory Affairs at Mars, Inc. She is a member of the National Academy of Medicine and a fellow of multiple scientific societies, bringing deep food safety, nutrition, and regulatory expertise to Neogen’s boardroom .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| USDA | Chief Scientist & Under Secretary for Research, Education, and Economics | 2010–2016 | Led federal food/ag research agenda; regulatory science leadership |
| USDA | First Under Secretary for Food Safety | Not disclosed | Established leadership for U.S. food safety policy and oversight |
| Mars, Inc. | Global Director, Scientific & Regulatory Affairs | Not disclosed | Oversaw global regulatory affairs for a major food company |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Iowa State University | Professor Emeritus, Food Science & Human Nutrition | Current | Academic leadership; nutrition/food safety expertise |
| University of Virginia Biocomplexity Institute | Visiting Distinguished Fellow | Current | Systems science/policy research advisory role |
| National Academy of Medicine | Member | Current | Recognition of national leadership in health/food science |
| Public company boards | None disclosed in proxy | — | No other public directorships disclosed for Dr. Woteki |
Board Governance
- Committee assignments and roles:
- Chair, Compensation Committee; Member, Science, Technology & Innovation (ST&I) Committee .
- Independence and attendance:
- Independent director (all directors except the CEO are independent under Nasdaq rules) .
- Board held 7 meetings and 19 committee meetings in FY2025; each director attended more than 75% of the meetings of the Board and of committees on which they served. All directors serving in October 2024 attended the 2024 annual meeting .
- Committee processes and oversight:
- Compensation Committee met 6 times; oversees CEO/NEO goals, salary/bonus targets, equity awards, and director pay; engages independent consultants; uses pay-for-performance design .
- ST&I Committee met once; oversees R&D strategy, emerging tech, and related risk .
- Interlocks/conflicts oversight:
- Compensation Committee Interlocks: None. No member (including Dr. Woteki) has served as a Neogen officer; no relationships requiring disclosure. Company executives do not sit on boards of companies whose executives serve on Neogen’s Compensation Committee .
- Related-party transactions: None in fiscal 2025; Audit Committee must pre-approve any related-party transactions over $120,000 .
- Risk and investor-alignment policies:
- Anti-hedging and anti-pledging policy for directors, officers, and employees (pledging requires CFO and Chair approval) .
- Clawback policy for incentive-based compensation following a financial restatement (filed as an exhibit to the FY2025 10-K) .
- Independent directors meet in executive session at least quarterly .
Fixed Compensation (Director)
- Director fee structure (FY2025):
- Annual Board retainer: $55,000 (Chair of Board: +$55,000).
- Committee member fees: Governance, Compensation, ST&I: $7,500; Audit: $10,000.
- Committee chair fees: Governance, Compensation, ST&I: +$7,500; Audit: +$10,000 .
- FY2025 cash paid to Dr. Woteki:
- Fees earned/paid in cash: $77,500 (consistent with base retainer + Compensation Committee chair + ST&I member) .
| Director Cash Compensation (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $77,500 |
Performance Compensation (Director + Committee’s Program Design)
- Director equity for FY2025:
- Annual equity to all non-employee directors: $165,000 split 50/50 between RSUs and stock options (3-year ratable vesting; options 7-year term) .
- Dr. Woteki’s FY2025 equity received:
- Stock awards (RSUs) grant-date value: $82,500.
- Option awards grant-date value: $82,500 .
| Director Equity Compensation (FY2025) | Grant-Date Fair Value |
|---|---|
| RSU Award | $82,500 |
| Option Award | $82,500 |
| Total Equity | $165,000 |
- Outstanding director equity awards (as of May 31, 2025):
- RSUs outstanding: 11,699.
- Options outstanding: 57,536 .
| Outstanding Director Equity (as of 5/31/2025) | Count |
|---|---|
| RSU Awards | 11,699 |
| Option Awards | 57,536 |
- Executive pay program overseen by Compensation Committee (context for governance):
- FY2025 Annual Incentive Compensation Plan (ICP) metrics, weights, targets, and results:
| FY2025 ICP Metrics | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Revenue ($) | 50% | $900M | $960M | $1,020M | $895M |
| Adjusted EBITDA ($) | 30% | $202M | $235M | $268M | $184M |
| Free Cash Flow ($) | 20% | $42M | $74M | $107M | $(46)M |
- Outcome: Threshold not met on any metric; NEO ICP payouts were 0% of target; no discretionary upward adjustments .
- FY2026 long-term incentives: Committee introduced PSUs (50% of LTI) with three-year performance on Revenue CAGR (40%), Adjusted EBITDA margin expansion (30%), and Cash Flow Conversion (30%), with a relative TSR +/-20% modifier vs S&P 600 Healthcare Equipment & Services; 50–200% payout range .
| FY2026 PSU Metrics | Weight |
|---|---|
| Revenue – CAGR | 40% |
| Adjusted EBITDA Margin Expansion | 30% |
| Cash Flow Conversion | 30% |
| rTSR Modifier vs S&P 600 HC Equip & Services | ±20% of earned PSUs (cap 200%) |
- Shareholder feedback and response: Say-on-pay received 48.8% support in 2024; the Board and Compensation Committee (chaired by Dr. Woteki) engaged major holders and increased disclosure and performance linkage, including adding PSUs in FY2026 and more transparency on ICP goals .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships | None disclosed for Dr. Woteki in the proxy |
| Compensation Committee interlocks | None; no member has served as a Neogen officer; no interlocking directorships disclosed |
Expertise & Qualifications
- Food and agriculture industries; regulatory; research and development; scientific leadership (NAM member; fellow of multiple scientific societies) .
- Board roles aligned to expertise: Chair of Compensation Committee; Member of ST&I Committee .
- Independent director under Nasdaq rules .
Equity Ownership
- Beneficial ownership (as of August 26, 2025):
- Shares owned: 13,244.
- Right to acquire within 60 days (options/RSUs): 34,202.
- Total beneficially owned: 47,446 (<1% of outstanding) .
- Stock ownership policy for directors: Minimum ownership equal to 5x annual cash retainer; “owned” includes unvested RSUs but excludes unexercised options/unearned PSUs .
- Reference price for valuation: Neogen closing price $5.86 on May 31, 2025 (used in equity tables) .
| Ownership Detail | Amount |
|---|---|
| Shares owned directly/indirectly | 13,244 |
| Right to acquire within 60 days | 34,202 |
| Total beneficial ownership | 47,446; <1% |
| RSUs outstanding (qualify for ownership test) | 11,699 |
| Ownership guideline | 5× $55,000 retainer = $275,000 |
| Approx. value of qualifying holdings (owned + RSUs) at $5.86 | ~24,943 shares × $5.86 ≈ $146,843 (uses 5/31/2025 price) |
Note: Company policy counts unvested RSUs but excludes unexercised options for guideline purposes; the above estimate uses disclosed counts and the May 31, 2025 closing price for directional context only .
Governance Assessment
- Strengths
- Independent director with deep domain expertise in food safety, nutrition, and regulatory science; serves as Compensation Committee Chair and ST&I member, aligning oversight with her background .
- Strong governance posture: anti-hedging/anti-pledging policy; clawback policy adopted; related-party transaction oversight (none in FY2025); independent director executive sessions .
- Attendance and engagement: each director >75% meeting attendance; board/committee cadence indicates active oversight .
- Responsive to shareholders: following 48.8% say-on-pay support in 2024, the Compensation Committee added PSUs with multi-year, cash/earnings metrics and rTSR modifier, and increased disclosure on ICP goals and results .
- Watch items
- Historical pay-for-performance concern reflected in low 2024 say-on-pay support; FY2026 LTI redesign is positive but requires execution and sustained disclosure to rebuild investor confidence .
- Director ownership alignment: based on disclosed shares and policy definitions, estimated qualifying holdings appear below the 5× retainer guideline using the FY2025 reference price; policy restricts sales until guideline is met, which partially mitigates alignment risk .
- Red flags
- None noted regarding pledging/hedging, related-party transactions, or Section 16 compliance; no compensation committee interlocks disclosed .
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