Jeffrey Capello
NEOGENAbout Jeffrey D. Capello
Independent director since 2022 (Class I; term expires 2027), age 60. A senior finance executive with 30+ years’ experience; currently Managing Partner at Monomoy Advisors and former CFO at PerkinElmer, Boston Scientific, Ortho Clinical Diagnostics, Beacon Health Options, and Biogen. Serves on NEOG’s Audit and Compensation Committees; designated an “audit committee financial expert” by the Board in prior years. Brings deep financial expertise, executive leadership, and M&A experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PerkinElmer | Chief Financial Officer | Not disclosed | Led finance, capital allocation, and shareholder value initiatives |
| Boston Scientific | Chief Financial Officer | Not disclosed | Financial leadership at large-cap medtech; M&A exposure |
| Ortho Clinical Diagnostics | Chief Financial Officer | Not disclosed | Finance transformation in diagnostics |
| Beacon Health Options | Chief Financial Officer | Not disclosed | Finance and operations oversight |
| Biogen | Chief Financial Officer | Not disclosed | Public-company finance, governance exposure |
External Roles
| Organization | Role | Public/Private | Committees/Details |
|---|---|---|---|
| Monomoy Advisors | Managing Partner | Private | Advises leadership on shareholder value-creation strategies |
| Agios Pharmaceuticals (Nasdaq: AGIO) | Director; Audit Committee Chair | Public | Audit chair responsibilities; financial oversight |
| Sirtris (past) | Director; Audit Committee Chair | Public (past) | Early-stage biotech board role |
| OvaScience (past) | Director; Audit Committee Chair | Public (past) | Early-stage biotech board role |
| Flex Pharma (past) | Director; Audit Committee Chair | Public (past) | Early-stage biotech board role |
Board Governance
- Committee assignments at NEOG: Audit Committee (member); Compensation Committee (member). Not a committee chair at NEOG; Audit Chair was Dr. Boehm in FY2025; Compensation Chair is Dr. Woteki .
- Independence: Board determined all current directors other than the CEO are independent under Nasdaq rules .
- Attendance and engagement: Board held seven meetings and committees held 19 meetings in FY2025; each director attended more than 75% of Board and committee meetings; directors expected to attend annual meeting (all did in 2024) .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Term and classification: Class I director; term expires 2027 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $72,500 | $72,500 |
| Stock Awards (grant-date fair value) | $82,500 | $82,500 |
| Option Awards (grant-date fair value) | $82,500 | $82,500 |
| Total Director Compensation | $237,500 | $237,500 |
| Policy Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $55,000 | Paid quarterly |
| Board Chair additional retainer | $55,000 | Not applicable to Capello |
| Audit Committee membership fee | $10,000 | Capello is a member |
| Compensation/STI Committee membership fee | $7,500 | Capello is a member of Compensation |
| Audit Committee Chair premium | $10,000 | Not applicable at NEOG (Capello not chair) |
| Compensation/Governance/STI Chair premium | $7,500 | Not applicable to Capello |
| Annual equity to directors | $165,000 (50% options; 50% RSUs) | Options vest 3-year ratably; 7-year term; RSUs vest 3-year ratably; grant price = closing price; no repricing/reloads |
Performance Compensation
| Award Type | FY 2024 Grant-Date Value | FY 2025 Grant-Date Value | Vesting | Option Term | Grant Price Basis |
|---|---|---|---|---|---|
| RSUs | $82,500 | $82,500 | 3-year ratable vesting | N/A | Closing price on grant date |
| Non-qualified Stock Options | $82,500 | $82,500 | 3-year ratable vesting | 7 years | Closing price on grant date |
- Performance metrics used for director equity: None disclosed; director grants are service-based with time vesting (no TSR/EBITDA targets for directors) .
Other Directorships & Interlocks
| Company | Relationship to NEOG | Potential Interlock/Conflict |
|---|---|---|
| Agios Pharmaceuticals | Unrelated biopharma; Capello as Audit Chair | No NEOG-related-party transactions or interlocks disclosed |
| Sirtris, OvaScience, Flex Pharma (past) | Unrelated biotech | No NEOG-related-party transactions or interlocks disclosed |
- Compensation Committee interlocks: None—committee members (including Capello) were not NEOG officers and had no relationships requiring disclosure; executives do not serve on boards of companies with reciprocal tie-ins to NEOG’s Compensation Committee/Board .
Expertise & Qualifications
- Financial expertise, executive leadership, and M&A experience; continuous CFO roles across large-cap medtech/biotech and diagnostics .
- Audit Committee financial expert designation (Board determined all Audit Committee members were financial experts) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire within 60 Days | Total | % of Outstanding Shares |
|---|---|---|---|---|
| Jeffrey D. Capello | 26,629 | 31,231 | 57,860 | <1% |
| Outstanding Director Equity Awards (as of May 31, 2025) | RSU Awards | Option Awards |
|---|---|---|
| Jeffrey D. Capello | 11,699 | 50,785 |
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging absent approvals; applies to directors and officers .
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; directors below guideline may sell no more than 25% of vested shares .
Recent Insider Transactions (Form 4)
| Date | Transaction | Shares | Source |
|---|---|---|---|
| 2025-10-27 | RSU vesting and settlement | 1,777 | |
| 2025-10-27 | Derivative conversion/exercise related to RSU settlement | 2,025 | |
| 2025-10-23 | Director grants (options/RSUs) | 50,814 options; 19,769 RSUs |
Governance Assessment
- Strengths: Independent status; active service on Audit and Compensation; prior designation as audit committee financial expert; consistent meeting attendance; strong alignment through mandatory ownership guidelines; anti-hedging/anti-pledging policies; standardized director equity grants with time-based vesting and no repricing/reloads .
- Compensation mix: Stable YOY with balanced cash ($72,500) and equity ($165,000 total; 50/50 RSUs/options); committee fees reflect Audit + Compensation membership, consistent with policy .
- Alignment and skin-in-the-game: Beneficial ownership totaling 57,860 shares (<1% by design for directors); sizeable outstanding RSUs/options indicating multi-year alignment; compliance status with 5x retainer guideline not disclosed .
- Conflicts/Red flags: No related-party transactions or compensation committee interlocks disclosed; anti-pledging policy reduces collateral risk. No repricing of underwater options; equity awards are service-based (not performance-metric driven), which is standard for directors. No attendance or engagement flags reported .
- Watch items: External commitments (Agios Audit Chair plus advisory work) require sustained time management, but no interlocks or conflicts are disclosed. Ownership is modest (typical for non-employee directors) and governed by robust guidelines .