Michael J. Harrington
InotivAbout Michael J. Harrington
Independent director of Inotiv, Inc. (NOTV) since March 14, 2024; age 62. Former Senior Vice President and General Counsel at Eli Lilly & Co. (2013–2020) with deep experience in legal/regulatory affairs, risk management, corporate governance/compliance, IP, and oversight of information security; BA Albion College, JD Columbia Law School. Current term runs through the 2027 Annual Meeting; Board has determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly & Company | Senior Vice President, General Counsel | 2013–2020 | Led legal/public policy; oversight of government/regulatory affairs, IP, risk management, governance/compliance; prior oversight of information security program. |
| Eli Lilly & Company | VP & Deputy GC, Global Pharmaceutical Operations; VP & GC, Corporate | Not disclosed | Legal leadership across global operations and corporate; governance and compliance responsibilities. |
| Eli Lilly New Zealand | Managing Director | Not disclosed | Operational leadership; market/regulatory exposure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elanco Animal Health Incorporated | Director | Current | Global animal health company; industry adjacency to Inotiv’s RMS/DSA services. |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance; Member, Audit; Member, Compensation.
- Independence: Board determined Harrington to be independent under Nasdaq/SEC.
- Attendance and engagement: No director attended fewer than 75% of Board/committee meetings in FY2024; all directors attended the 2024 annual meeting. Board met 18 times; Audit 7; Compensation 6; Nominating/Corporate Governance 4.
- Governance structure: Chairman (R. Matthew Neff) separated from CEO, consistent with best practices; committees have written charters and are composed of independent directors.
Fixed Compensation
| Component | FY2024 Annual Amount ($) | Notes |
|---|---|---|
| Board retainer (member) | 55,000 | Cash retainer. |
| Chairman of the Board retainer | 50,000 | Cash; not applicable to Harrington. |
| Committee Chair retainer – Audit | 20,000 | Cash; not applicable to Harrington. |
| Committee Chair retainer – Compensation | 15,000 | Cash; not applicable to Harrington. |
| Committee Chair retainer – Nominating/Corporate Governance | 10,000 | Cash; applicable to Harrington. |
| Audit Committee member (non-chair) | 10,000 | Cash; applicable to Harrington. |
| Compensation Committee member (non-chair) | 7,500 | Cash; applicable to Harrington. |
| Nominating/Corporate Governance Committee member (non-chair) | 5,000 | Cash; not applicable (he is Chair). |
| Director | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael J. Harrington | 45,146 | 44,275 | 89,421 |
- Expense policy: Business expenses for meetings and governance education are reimbursed.
- Ownership guidelines: Company has not adopted ownership guidelines for non-employee directors (alignment gap).
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| RSUs (annual non-employee director grant) | Aug 10, 2024 | 27,500 | ~44,275 | Vests Mar 31, 2025, contingent on continued Board service; settlement deferral available beginning FY2025. |
| Stock Options | N/A | 0 | N/A | Harrington held no stock options as of Sept 30, 2024. |
Structural features relevant to investor confidence:
- No option/SAR repricing without shareholder approval; no evergreen; no discounted grants; annual $500,000 limit on director compensation; no excise tax gross-ups.
- Change-in-control: Double-trigger acceleration for time- and performance-based equity awards if a replacement award is provided and service is terminated without cause (or good reason, if applicable) within 24 months post-CIC; otherwise, specified treatment at target for performance awards.
Other Directorships & Interlocks
| Company | Industry | Overlap with NOTV | Potential Conflict/Interlock | Disclosure |
|---|---|---|---|---|
| Elanco Animal Health Incorporated | Animal health | Inotiv provides research models/services supporting biopharma/animal health R&D | Industry adjacency could create counterpart relationships; Audit Committee reviews related-party transactions. No related-party transactions disclosed in proxy. |
Expertise & Qualifications
- Legal, regulatory, public policy, IP, risk management, corporate governance, and compliance expertise; prior oversight of information security.
- Education: BA Albion College; JD Columbia University School of Law.
- Board leadership: Chair of Nominating/Corporate Governance, involved in board self-evaluations, succession, ESG oversight, and compliance program oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs Held (as of 9/30/2024) | Options Held |
|---|---|---|---|---|
| Michael J. Harrington | 10,000 | <1% | 27,500 | 0 |
- Anti-hedging/anti-pledging: Insider Trading Policy prohibits pledging, short sales, derivatives, and hedging by directors and executive officers.
- Vested vs unvested: RSUs granted Aug 10, 2024 were unvested as of Sept 30, 2024; scheduled to vest Mar 31, 2025 (time-based).
Insider Filings/Trades
| Item | Date/Period | Notes |
|---|---|---|
| Form 4 timeliness | FY2024 | Harrington filed one Form 4 one or two days late to report receipt of annual equity awards; company noted similar minor delays among multiple insiders. |
Governance Assessment
- Strengths: Independent director; chairs Nominating/Corporate Governance; sits on Audit and Compensation; committee charters robust, with independent composition and explicit oversight of cybersecurity, related-party transactions, compensation risk, and ESG programs; Board/committee meeting cadence suggests active oversight; separation of Chair/CEO roles.
- Alignment: Receives standard director cash fees plus time-based RSUs; annual director equity is modest in value; ability to defer settlement supports long-term orientation; anti-hedging/pledging policy strengthens alignment.
- RED FLAGS / Watch items:
- No director stock ownership guidelines for non-employee directors (potential alignment gap for board).
- Minor late Form 4 filing in FY2024 (administrative, but worth monitoring).
- Industry adjacency via Elanco board creates potential for counterpart relationships; no related-party transactions disclosed, and Audit Committee oversees policy—monitor ongoing disclosures.