R. Matthew Neff
InotivAbout R. Matthew Neff
Independent director and non-executive Chairman of the Board of Inotiv, Inc. (NOTV). Age 69; director since 2017; appointed Chairman March 26, 2024. Background spans law, venture capital, and healthcare operations; designated by the Board as an “audit committee financial expert.” Education: BA (Phi Beta Kappa) DePauw University; JD Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bingham Greenebaum Doll LLP | Of Counsel | Jul 2017–May 2020 | Legal expertise; governance and compliance perspective |
| AIT Laboratories | Chairman, President & CEO | Aug 2013–Jun 2016 | Led national toxicology lab; operational and leadership credentials |
| CHV Capital, Inc. (Indiana University Health VC) | President & CEO | 2007–2013 | Venture investing; healthcare finance; strategic oversight |
| Federal Housing Finance Board | Deputy to the Chairman | First Bush Administration | Federal policy; regulatory experience |
| Circle Investors | Co-founder & CEO | Not disclosed | Insurance holding experience |
| Senex Financial Corp. | Co-founder & CEO | Not disclosed | Healthcare receivables finance; transaction execution |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Thompson Thrift Holding Company | Executive Director and Board Member | Not disclosed | Current role |
| Evolution Capital Partners | Senior Advisor | Private equity firm | Current role; advisory capacity |
| Community Fairbanks Recovery Center | Chairman of the Board | Through Dec 2022 | Non-profit healthcare governance |
| Riley Children’s Foundation | Life Governor | Ongoing | Non-profit affiliation |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Neff is independent under Nasdaq and SEC rules |
| Board leadership | Non-executive Chairman; CEO and Chair roles separated |
| Committee memberships | Compensation (member), Audit (member), Nominating/Corporate Governance (member) |
| Committee chairs | Compensation: Landman; Audit: Coelho; Nominating: Harrington (Neff not chair) |
| Audit committee financial expert | Designated as audit committee financial expert |
| Meetings (FY2024) | Board: 18; Compensation: 6; Audit: 7; Nominating: 4 |
| Attendance | No director attended <75% of applicable meetings; all directors attended 2024 annual meeting |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board) | 55,000 | Standard non-employee director retainer |
| Chairman of the Board retainer | 50,000 | Incremental for chair role |
| Committee member retainers | Audit: 10,000; Compensation: 7,500; Nominating: 5,000 | Per-committee, non-chair |
| FY2024 cash paid (Neff) | 102,500 | Actual cash received FY2024 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Structure |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Aug 10, 2024 | 27,500 | 44,275 | Mar 31, 2025 (service-based) | Time-based; directors may defer settlement from FY2025 |
| Stock options (held) | As of Sep 30, 2024 | 20,000 | — | Not disclosed | Outstanding count disclosed; pricing/terms not detailed in proxy |
- No performance-based metrics tied to the 2024 director RSUs; vesting requires continued service through vest date .
- Annual limit on non-employee director aggregate compensation under the equity plan: $500,000 (value cap) .
Other Directorships & Interlocks
| Company | Sector Relationship to NOTV | Potential Interlock |
|---|---|---|
| Thompson Thrift Holding Company | Not disclosed | No supplier/customer interlock disclosed in proxy excerpts |
| Evolution Capital Partners | Investor/advisory | No supplier/customer interlock disclosed in proxy excerpts |
Expertise & Qualifications
- Legal, finance, and operational leadership across healthcare and financial services .
- Audit committee financial expert designation, strengthening oversight of financial reporting, controls, and auditor engagement .
- Prior CEO roles and venture capital leadership provide transaction, risk, and capital allocation experience .
- Education and Phi Beta Kappa distinction demonstrate academic rigor .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Instruments/Status |
|---|---|---|---|
| R. Matthew Neff | 108,210 | <1% | As of Jan 14, 2025; directors held 27,500 RSUs and 20,000 options as of Sep 30, 2024 |
- Stock pledging and hedging prohibited by Company policy for directors and officers (anti-hedging/anti-pledging) .
- The Company has not adopted non-employee director stock ownership guidelines (governance gap for alignment) .
Board Effectiveness and Compliance Notes
| Topic | Disclosure |
|---|---|
| Related-party transactions oversight | Audit Committee reviews and administers related-person transactions policy |
| Family relationships | No family relationships among directors/executives |
| Section 16(a) compliance | Neff filed one Form 4 one or two days late (annual equity award reporting), along with several other insiders; Company believes all required filings otherwise complied in FY2024 |
Governance Assessment
- Strengths: Independent non-executive Chair with clear separation from CEO; broad committee participation; audit committee financial expert designation; satisfactory attendance (≥75%); robust anti-hedging/anti-pledging policy; director equity capped under plan, and no repricing without shareholder approval .
- Alignment: Receives a mix of cash retainers and time-based RSUs; beneficial ownership of 108,210 shares supports some alignment; ability to defer RSU settlement from FY2025 adds flexibility but not performance linkage .
- Risks/Red Flags: No director stock ownership guidelines for non-employee directors (alignment gap); a minor late Form 4 indicates small compliance slippage; director equity awards are service-based rather than performance-conditioned, limiting pay-for-performance signaling at the board level .
- Conflicts: Proxy discloses policy oversight via Audit Committee; no specific related-party transactions or interlocks tied to Neff identified in provided sections; continued monitoring recommended .