Nigel Brown, Ph.D.
InotivAbout Nigel Brown, Ph.D.
Independent director of Inotiv, Inc. (NOTV), age 60, serving since 2021. Brown is CEO of Princeton Healthcare Advisory (since 2015) and an advisor to Rothschild & Co.’s Five Arrows Growth Capital; he brings 25+ years across pharma/biotech/CRO, with deep R&D and transaction experience (25+ deals; >$10B in value; led Covance’s sale to LabCorp for $6.2B). He holds an M.A. and D.Phil. from Oxford, an MBA from the Open University Business School, and completed a Nestlé post-doctoral fellowship at MIT; he is extensively published and advises on pharma R&D policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton Healthcare Advisory, LLC | Chief Executive Officer | Since 2015 | Healthcare advisory leadership |
| Rothschild & Co., Five Arrows Growth Capital | Advisor | Not disclosed | Financial advisory to growth equity; deal-making expertise |
| Covance, Inc. | Corporate Vice President, Business Development & Strategy | Not disclosed | Executed 19 transactions; led strategic sale to LabCorp for $6.2B |
| Major pharma companies (multiple) | Scientific roles (analytical chemistry, DMPK, bioanalysis) | Not disclosed | Built LC/MS/MS bioanalysis; DMPK, tox, manufacturing support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Universal Display Corporation | Director | Not disclosed | Current public company board seat |
Board Governance
- Independence: Board determined Brown is independent under Nasdaq and SEC rules .
- Board structure: Non-executive Chair (R. Matthew Neff); CEO and Chair roles separated .
- Attendance: No director attended fewer than 75% of Board/committee meetings in FY2024; all directors attended the 2024 annual meeting .
- Committee memberships and activity:
- Compensation Committee: Member; 6 meetings in FY2024 (Chair: David Landman) .
- Audit Committee: Member; 7 meetings in FY2024 (Chair: Terry Coelho) .
- Nominating/Corporate Governance Committee: Member; 4 meetings in FY2024 (Chair: Michael J. Harrington) .
- Audit committee financial experts: Neff and Coelho designated; Brown not named as ACFE .
- Related-party oversight: Audit Committee administers related persons transaction policy .
- Shareholder agreement context: Brown joined the Board via Envigo acquisition; nominating holder rights terminated after holders fell below 5% (April 3, 2024) .
| Committee | Chair | Brown Member? | Meetings FY2024 |
|---|---|---|---|
| Compensation | David Landman | Yes | 6 |
| Audit | Terry Coelho | Yes | 7 |
| Nominating/Gov. | Michael J. Harrington | Yes | 4 |
| Board of Directors | — | Yes | 18 |
Fixed Compensation
| Fiscal Year | Fees Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 77,500 | Cash retainers per schedule: Board retainer $55,000; committee member fees (Audit $10,000; Compensation $7,500; Nominating $5,000); chair fees not applicable to Brown |
Performance Compensation
Director equity is service-based RSUs (no disclosed performance metrics for directors). Beginning FY2025, directors may defer settlement of annual RSU awards .
| Grant/Txn Date | Type | Shares | Fair Value / Price | Vesting |
|---|---|---|---|---|
| 2024-08-10 | RSU grant | 27,500 | $44,275 grant-date fair value | Vests 2025-03-31 if serving as director |
| 2023-04-01 | Award (Form 4) | 25,822 | $0 (award) | Not disclosed in proxy; Form 4 award record |
| 2025-03-14 | Award (Form 4) | 39,392 | $0 (award) | Not disclosed in proxy; Form 4 award record |
Key plan features affecting directors’ equity:
- No option/SAR repricing without shareholder approval; double-trigger acceleration on change-in-control; annual non-employee director award cap ($500,000) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks |
|---|---|---|---|
| Universal Display Corporation | Technology/Materials | Director | No direct NOTV conflict disclosed; monitor for supplier/customer interlocks; none disclosed |
Expertise & Qualifications
- Pharma R&D and CRO operations; executed 25+ deals (> $10B); led Covance’s strategic sale to LabCorp for $6.2B .
- Scientific credentials: Oxford M.A./D.Phil., MIT post-doc; MBA; published in scientific/business literature; government/company policy advisor .
Equity Ownership
- Beneficial ownership (record date 2025-01-14): 38,037 shares; less than 1% of outstanding .
- RSUs/options held (as of 2024-09-30): 27,500 RSUs; 0 options .
- More current Form 4 ownership snapshots:
- After 2024-12-10 open-market purchase: 65,537 shares at $4.26 .
- After 2025-03-14 award: 104,929 shares .
- Shares outstanding: 33,717,962 (for context) .
- Hedging/pledging: Company policy prohibits directors from pledging, short sales, options/derivatives, and hedging transactions .
- Director ownership guidelines: None adopted for non-employee directors .
| Date/Source | Shares Owned | % of SO | Notes |
|---|---|---|---|
| 2025-01-14 (proxy record date) | 38,037 | <1% | Beneficial ownership table |
| 2024-12-10 (Form 4) | 65,537 | Not disclosed | After 7,500-share purchase at $4.26 |
| 2025-03-14 (Form 4) | 104,929 | Not disclosed | After 39,392-share award |
Recent Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2023-04-01 | 2023-04-04 | Award (A) | 25,822 | $0 | 30,537 | https://www.sec.gov/Archives/edgar/data/720154/000106299323008519/0001062993-23-008519-index.htm |
| 2024-08-10 | 2024-08-14 | Award (A) | 27,500 | $0 | 58,037 | https://www.sec.gov/Archives/edgar/data/720154/000106299324015134/0001062993-24-015134-index.htm |
| 2024-12-10 | 2024-12-10 | Open-market Purchase (P) | 7,500 | $4.26 | 65,537 | https://www.sec.gov/Archives/edgar/data/720154/000106299324020368/0001062993-24-020368-index.htm |
| 2025-03-14 | 2025-03-18 | Award (A) | 39,392 | $0 | 104,929 | https://www.sec.gov/Archives/edgar/data/720154/000106299325005703/0001062993-25-005703-index.htm |
Governance Assessment
- Strengths
- Independent director with broad CRO and pharma R&D experience; sits on all three key committees, supporting board effectiveness .
- Active engagement evidenced by no <75% attendance threshold breaches; full director attendance at 2024 annual meeting .
- Insider trading policy prohibits hedging/pledging, improving alignment; no related-party transactions disclosed for Brown .
- Director equity is time-vested RSUs; compensation capped annually under the equity plan; double-trigger protection reduces windfalls in change-in-control scenarios .
- Alignment Signals
- Open-market purchase of 7,500 shares in Dec-2024 at $4.26 increases skin-in-the-game .
- Considerations / RED FLAGS
- No director stock ownership guidelines; may reduce formal alignment expectations versus peers .
- Form 4 timeliness: company disclosed certain insiders (including Dr. Brown) filed one Form 4 one or two days late for annual awards in FY2024—minor compliance lapse but noted .
- External board at Universal Display does not present an obvious NOTV conflict; continue monitoring for any interlocks or related-party transactions; Audit Committee oversees such matters .
- Overall: Brown’s committee breadth, domain expertise, and recent share purchase support investor confidence; lack of director ownership guidelines is a governance gap to monitor .