Beth A. Taylor
InotivAbout Beth A. Taylor
Beth A. Taylor is Chief Financial Officer and Senior Vice President – Finance of Inotiv (NOTV). She joined as CFO via an offer letter dated February 20, 2020, with initial base salary of $240,000 and an award of 10,000 restricted shares vesting over 24 months . In 2024 the company recorded net loss of $108.445 million and company TSR (value of $100 investment) of 5.81, versus 57.63 in 2022 amid sector headwinds . The compensation program emphasized pay-for-performance, with no annual cash bonus paid to NEOs for fiscal 2024 due to challenging conditions .
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus ($) | Notes |
|---|---|---|---|
| 2021 | 273,635 | 56,000 | — |
| 2022 | 365,384 | 80,000 | Board set salary at $375,000 effective 12/6/2021 |
| 2023 | 403,135 | 50,000 | Compensation Committee set salary at $410,000 effective 12/6/2022 |
| 2024 | 410,000 | 0 (no annual cash bonus for NEOs) | — |
Performance Compensation
Annual equity grants and vesting
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Shares subject to awards | — | 10,917 | 46,250 |
| Grant-date fair value ($) | — | 89,563 | 70,394 |
Award-level detail (Beth Taylor)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| RSU | 2/15/2022 | 24,000 | — | — | 5 equal annual installments from 2/15/2023 |
| RSU | 1/18/2023 | 5,917 | — | — | Vest 1/18/2025 |
| RSU | 2/17/2023 | 5,000 | — | — | Vest 2/17/2025 |
| Stock Option | 12/15/2023 | 6,250 unexercisable at FY-end | $3.09 | — | 2,500 on 12/15/2024; 1,875 on 12/15/2025; 1,875 on 12/15/2026 |
| Stock Option | 8/10/2024 | 20,000 unexercisable at FY-end | $1.61 | $24,402 | 8,000 on 6/18/2025; 6,000 on 6/18/2026; 6,000 on 6/18/2027 |
| RSU | 8/10/2024 | 20,000 | — | — | Vest 6/18/2026 |
Pay versus performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company TSR (value of $100 investment) ($) | 57.63 | 10.53 | 5.81 |
| Net Loss ($000s) | (337,018) | (105,140) | (108,445) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (1/14/2025) | 81,292 shares; less than 1% of outstanding |
| RSUs vesting within 60 days (as of 1/14/2025) | 18,917 shares |
| Outstanding unvested RSUs | 24,000; 5,917; 5,000; 20,000 (see table above) |
| Outstanding unexercisable options | 6,250 (12/15/2023 grant); 20,000 (8/10/2024 grant) |
| Anti-hedging/anti-pledging policy | Executives prohibited from pledging, short sales, derivatives, and hedging; only same-day limit orders and approved 10b5-1 plans allowed |
| Stock ownership guidelines | Committee may adopt stock ownership guidelines and retention/clawback policies; specifics for executives not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Offer letter (CFO) | Dated 2/20/2020; initial base $240,000; discretionary annual incentive; benefits; 10,000 restricted shares vesting over 24 months after 90th day of employment |
| Change-in-control (CIC) plan tier | Tier II participant (CFO) |
| CIC cash severance (double trigger) | Lump sum 2.0× base salary + target bonus; plus prorated bonus for year of termination |
| Benefits post-termination | Continuation of health/welfare benefits for 18 months at active rates; up to $50,000 outplacement for 12 months |
| Equity acceleration on CIC | Double trigger: acceleration upon CIC + involuntary termination without cause (or good reason, if provided) within 24 months; performance awards at target where applicable |
| Restrictive covenants | Severance conditioned on non-compete, non-solicit, confidentiality, non-disparagement |
| Clawbacks | Committee responsible for adopting/administering clawback policies; specific triggers not disclosed |
| Tax gross-ups | No excise tax gross-up under equity plan; includes 280G mitigation (cut-back to avoid excise, if beneficial) |
| Pension/SERP | NEOs do not participate in a pension plan (per Pay vs Performance methodology) |
Multi-year Compensation Summary (Beth A. Taylor)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Salary ($) | 273,635 | 365,384 | 403,135 | 410,000 |
| Bonus ($) | 56,000 | 80,000 | 50,000 | 0 |
| Stock Awards ($) | 63,753 | 1,253,189 | 89,563 | 32,200 |
| Option Awards ($) | — | — | — | 38,194 |
| All Other Compensation ($) | 8,198 | 12,191 | 8,023 | 3,312 |
| Total ($) | 401,586 | 1,710,765 | 550,721 | 483,706 |
Company Performance (Revenue and EBITDA)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 547,656,000* | 572,425,000* | 490,739,000* |
| EBITDA ($) | 69,575,000* | 45,477,000* | 2,656,000* |
Values retrieved from S&P Global.*
Risk Indicators & Red Flags
- No annual NEO cash bonuses for fiscal 2024 (pay-for-performance alignment through withholding bonuses) .
- Anti-pledging and anti-hedging policy reduces misalignment risks; late Form 4 filings reported for annual equity awards (including Ms. Taylor had one Form 4 filed one or two days late) .
- Equity plan expressly prohibits option/SAR repricing without shareholder approval and contains double-trigger CIC vesting; no excise tax gross-ups .
Vesting Schedules and Potential Insider Selling Pressure
- Near-term vesting: 18,917 RSUs vest within 60 days of 1/14/2025, creating potential selling pressure window .
- Additional scheduled vests: RSUs on 1/18/2025 (5,917) and 2/17/2025 (5,000); options vest tranches on 6/18/2025 (8,000), 6/18/2026 (6,000), 6/18/2027 (6,000) and RSUs on 6/18/2026 (20,000) .
Investment Implications
- Retention risk appears contained by ongoing multi-year RSU and option vesting; however, no 2024 cash bonus suggests tighter pay discipline amid losses, which may moderate near-term cash retention levers .
- Double-trigger CIC terms (2× salary+target bonus plus equity acceleration) raise potential change-of-control costs; anti-hedging/pledging rules support alignment, limiting downside-protection behaviors .
- Upcoming RSU/option vesting dates cluster through mid-2025 to 2027, indicating periodic windows for potential insider liquidity; monitor Form 4s around 1/18/2025, 2/17/2025, and 6/18/2025 .
- Company TSR and net losses remain pressured (FY 2024 TSR 5.81; net loss $108.445M), reinforcing equity-heavy incentives’ risk-sharing, but highlighting execution demands in RMS and DSA segments .