David Landman - Director | Inotiv (NOTV) Executive Profile & Compensation

About David Landman

Independent director since January 24, 2023; age 69 (Class III, term through 2027). Senior Adviser at Perella Weinberg Partners (since 2016), formerly Partner and COO/Head of Capital Markets Advisory at PWP; previously Managing Director at Morgan Stanley International (1987–2006) and Associate Attorney at White & Case. Education: J.D./M.B.A., University of Chicago (Law School and Booth School of Business); A.B., Wesleyan University, high honors in Economics. Board has determined he is independent under Nasdaq and SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Morgan Stanley International	Managing Director; Head of European Capital Markets Execution; Investment Banking COO	1987–2006	Member, Equity and Capital Commitment Committees; European Executive Committee; advised on >$100B IPOs/new issues/monetizations
White & Case LLP	Associate Attorney	Pre-1987	Legal training; foundational corporate/finance experience
Perella Weinberg Partners	Partner; COO/Head of Capital Markets Advisory; Senior Adviser	Partner 2007 onward; Senior Adviser since 2016	Management Committee; Executive Committee; capital markets/M&A advisory

External Roles

Organization	Role	Tenure	Notes
Perella Weinberg Partners	Senior Adviser (capital markets/M&A)	Since 2016	Formerly Partner; COO/Head of Capital Markets Advisory

No other public company directorships for Mr. Landman are disclosed in the proxy .

Board Governance

Independence: Determined independent (with exception of CEO Leasure and CSO Sagartz) .
Committee assignments: Chair, Compensation Committee (members: Landman (Chair), Brown, Coelho, Harrington, Neff) .
Attendance/engagement: No director attended <75% of Board/committee meetings; all directors attended 2024 annual meeting; FY2024 meetings: Board 18; Compensation 6; Audit 7; Nominating/Gov 4 .
Shareholder support: Elected March 14, 2024 as Class III director (For: 7,764,806; Withheld: 820,754; Broker non-votes: 6,536,635) .
Risk oversight: Compensation Committee covers compensation risk, HCM (talent, DEI, pay equity), and mitigation policies (ownership guidelines/share retention/clawbacks authority) .
Board leadership: Independent Chair (R. Matthew Neff); split CEO/Chair roles .

Fixed Compensation

Metric	FY2023	FY2024
Cash fees paid	$47,833	$70,000
Board retainer (annual schedule)	$55,000	$55,000
Compensation Committee Chair retainer (annual schedule)	$15,000	$15,000
Total cash + equity (reported)	$157,835	$114,275

Notes:

Non-employee director cash retainer schedule unchanged YoY (Board $55k; Comp Chair $15k; Audit Chair $20k; Nominating Chair $10k; member fees vary) .
Company has not adopted non-employee director stock ownership guidelines (alignment consideration) .

Performance Compensation

Award Type	Grant Date	Shares	Grant Date Fair Value	Vesting
RSU (annual director grant)	Apr 1, 2023	25,822	$110,002	Vests on 1st anniversary (time-based)
RSU (annual director grant)	Aug 10, 2024	27,500	$44,275	Vests Mar 31, 2025 (time-based)

Plan features affecting directors:

Double-trigger vesting on change-in-control; annual non-employee director compensation cap $500,000; no option/SAR repricing without shareholder approval; no excise tax gross-up; no evergreen .

Performance metrics: No performance-based metrics were disclosed for director RSU grants; awards are time-based .

Beginning FY2025, directors may defer settlement of annual RSU awards (deferral flexibility) .

Other Directorships & Interlocks

Entity	Nature	Potential Interlock/Conflict
Jermyn Street designation	Landman was designated to replace Jermyn Street’s prior designee in Jan 2023 under Envigo Shareholders Agreement	Board rights of Nominating Holders terminated after falling below 5% (last holder <5% filed Apr 3, 2024) . Board still deems Landman independent .

Expertise & Qualifications

Capital markets and M&A advisory across Health Care, Financials, Consumer, Telecom, Industrials; advised governments/boards/shareholders on >$100B of IPOs/new issues/monetizations .
Legal/finance credentials (J.D./M.B.A., University of Chicago); economics (A.B., Wesleyan, high honors) .
Executive committee/operating leadership experience at PWP and Morgan Stanley .

Equity Ownership

Item	Value
Beneficial ownership (common shares)	149,351; less than 1% of outstanding
Shares outstanding reference	33,717,962 (Jan 14, 2025)
RSUs held as of Sep 30, 2024	27,500; options 0
Anti-pledging/hedging	Directors prohibited from pledging, short sales, derivatives/hedging, and most pre-arranged transactions (except approved 10b5-1)

Governance Assessment

Strengths
- Independent director with deep capital markets experience; chairs Compensation Committee overseeing pay risk, HCM, and compensation governance (including clawback/ownership policies) .
- Strong shareholder support on election (over 7.7M votes For) .
- Equity plan governance: double trigger CoC protections; no repricing; annual director award cap; no excise tax gross-up .
Alignment/Engagement Indicators
- Annual director RSU grants create equity linkage; FY2024 RSUs vest Mar 31, 2025; deferral election available from FY2025 .
- Attendance thresholds met; full attendance at 2024 meeting; active committee cadence (6 Compensation meetings in FY2024) .
RED FLAGS / Watch items
- No stock ownership guidelines for non-employee directors; potential alignment gap relative to best practices .
- Section 16(a) timeliness: Landman (among others) filed one Form 4 one or two days late for annual equity awards; minor but worth monitoring for compliance rigor .
- Initial appointment via major shareholder designation (Jermyn Street); rights since terminated as holder fell below 5%, but origin may warrant periodic independence reassessment .

Compensation Committee Analysis

Attribute	Details
Composition	Landman (Chair), Brown, Coelho, Harrington, Neff
Meetings (FY2024)	6
Consultant	Meridian Compensation Partners (independent; market assessments for 2024–2025)
Scope	Executive pay design/approval; equity/incentive plans; compensation risk oversight; HCM programs (talent, DEI, pay equity); adoption/admin of ownership/clawback/risk-mitigation policies

Director Compensation Structure

Component	Policy / Amount
Board cash retainer (annual)	$55,000
Committee chair retainers	Audit $20,000; Compensation $15,000; Nominating/Gov $10,000
Committee member retainers	Audit $10,000; Compensation $7,500; Nominating/Gov $5,000
Equity	Annual RSUs (FY2023: 25,822 RSUs vesting in 1 year; FY2024: 27,500 RSUs vesting Mar 31, 2025)
Ownership guidelines	None for non-employee directors
Business expenses	Reimbursed; governance education encouraged and reimbursed

Related Party Transactions

Audit Committee oversees related-party transactions policy; no specific related-party transactions disclosed for Mr. Landman .

Say-on-Pay & Shareholder Feedback

Company conducts Say-on-Pay votes on a three-year cadence; Board recommends “THREE YEARS” frequency in 2025 . (2024 meeting did not include Say-on-Pay; approved the 2024 Equity Incentive Plan) .

Equity Plan Protections Relevant to Directors

Annual non-employee director cap of $500,000 in aggregate grant-date fair value .
No evergreen; no discounted option/SAR grants; dividend restrictions; double-trigger CoC vesting; anti-repricing without shareholder approval; no excise tax gross-ups .

Summary Signals for Investors

Governance effectiveness supported by independent leadership, active committee work, and pay-risk oversight; Landman’s capital markets background adds transactional discipline .
Alignment is moderated by time-based RSUs; absence of director ownership guidelines is a notable gap for long-term alignment; consider engaging on adopting guidelines .
Compliance appears adequate; minor late Form 4 filings noted; origin via shareholder designation is no longer structurally binding post-termination of nominating rights .