Andrea Castetter

About Andrea Castetter

Andrea Castetter is General Counsel, Corporate Secretary and Chief Compliance Officer at Inotiv (NOTV). She joined Inotiv on October 23, 2023 after 23 years at Eli Lilly, where she held roles spanning Associate Vice President/Chief Operating Officer – Legal, Assistant General Counsel for IT/Information Security/Cybersecurity/Privacy, Patent Counsel, and Biologist; she holds a J.D. from Indiana University Robert H. McKinney School of Law and a B.S. from Butler University . Inotiv’s proxy and leadership materials list her current title as General Counsel, Corporate Secretary and Chief Compliance Officer (also referenced as Executive Vice President on the company’s site) . Company performance during her tenure has reflected industry headwinds: revenue declined year-over-year and TSR fell further in FY2024.

Company performance during Andrea’s tenure (fiscal years ending Sept. 30):

*Values retrieved from S&P Global.

Past Roles

External Roles

No public company board directorships or external governance roles disclosed in SEC filings .

Fixed Compensation

Offer letter terms at hire (October 13, 2023):

Performance Compensation

Equity and incentive structure per offer letter:

Grant timing mechanics:

• First 10,000 options: granted on the 15th of the month following the quarter of hire (Q4 FY2023) .
• Additional 10,000 options: 15th of the month following the quarter of 2nd and 3rd anniversaries .
• Governed by the company’s equity plan (2018 Equity Incentive Plan at time of offer) .

Equity Ownership & Alignment

• Insider trading policy prohibits pledging, short sales, trading in derivatives on company stock, and hedging transactions; 10b5‑1 plans permitted with approval, and limit orders allowed only same-day .
• Lock-up: Castetter was listed among insiders subject to an underwriting lock-up in the December 2024 offering (6.0M firm shares at $4.25; net proceeds ~$24.2M), reducing near-term selling pressure .
• Section 16 compliance: Company disclosed one late Form 4 filing for annual equity awards across multiple officers, including Ms. Castetter, indicating participation in equity grants; quantities for her awards were not specified in the proxy .
• Beneficial ownership: Not individually disclosed for Ms. Castetter in the 2025 proxy’s ownership table (NEOs and directors are detailed; Castetter is an officer but not a director/NEO) .

Employment Terms

• At-will employment; Non-Disclosure and Non-Solicitation Agreement required; background/auth checks and eligibility documentation required .
• Corporate governance role: As Corporate Secretary, she authored formal notices and proxy materials “By Order of the Board” .
• Compliance leadership: Appointed Chief Compliance Officer in FY2024 to strengthen governance and regulatory adherence .

Change-of-control and severance:

• The Executive Change in Control Severance Plan specifies benefits for designated participants (Tier I: CEO; Tier II: CFO and Chief Strategy Officer); Ms. Castetter is not named in these tiers and no CIC/severance terms specific to her are disclosed .

Clawbacks and stock ownership guidelines:

• Compensation Committee oversees stock ownership guidelines, share retention policies, and clawback policies; specific multiples of salary and compliance status are not disclosed for Ms. Castetter .

Performance & Track Record

• Legal resolution: Ms. Castetter, as Authorized Corporate Officer/General Counsel & Corporate Secretary, signed Resolution and Plea Agreements resolving Envigo RMS/Envigo Global Services matters with the U.S. DOJ and the U.S. Attorney’s Office in June 2024, helping mitigate legal risk and clarify compliance commitments .
• Compliance program: Her appointment as Chief Compliance Officer was highlighted by the Board in the 2025 proxy as part of enhancing governance and compliance frameworks .

Board Governance

• Role: Corporate Secretary; not a director .
• Board committees and governance enhancements in FY2024, including Compensation, Audit, and Nominating/Corporate Governance committee responsibilities (oversight of compensation risk, compliance, cybersecurity) .

Say-on-Pay & Shareholder Feedback

• 2025 annual meeting outcomes: Advisory vote on NEO compensation received 9,187,748 For vs. 405,065 Against and 72,672 Abstain; frequency vote favored “Three Years” (4,700,519 votes); equity plan amendment approved (9,336,190 For) .

Additional Company Performance Context

Management communications emphasize experienced leadership including Ms. Castetter within investor presentations in 2025 .

Investment Implications

• Alignment: Anti-pledging/anti-hedging policy reduces misalignment risk; lock-up participation in Dec-2024 offering indicates willingness to stabilize capital raising and limit near-term selling .
• Retention and incentives: Three-year option schedule with 40/30/30 vesting promotes multi-year retention; however, lack of disclosed PSU metrics or ownership guideline compliance data limits pay-for-performance visibility for this role .
• Execution risk: Her leadership in concluding DOJ resolutions and elevating compliance may reduce regulatory overhang, but macro RMS/DSA challenges persisted, with FY2024 revenue down and TSR lower, constraining direct performance-linked compensation narratives .
• Governance: Strong board oversight of compensation risks and compliance, but Ms. Castetter’s specific severance/CIC and ownership guideline details are not disclosed; investors should monitor future proxies for ownership, clawback enforcement, and equity grant disclosures .

Notes and Sources

• Titles/role: Proxy and leadership page .
• Biography and education: 2023 Form 10-K .
• Offer letter compensation/vesting: 2023 Form 10-K Exhibits .
• Insider policy: Proxy .
• Lock-up participation: 8-K underwriting agreement (Dec-2024) .
• Legal resolution documents: 8-K filings (June-2024) .
• Performance metrics and TSR: Proxy and S&P Global data .