Robert W. Leasure, Jr.
InotivAbout Robert W. Leasure, Jr.
- Age 65; President & CEO and Director of Inotiv, Inc. since January 12, 2019; previously Managing Partner & President of turnaround firm LS Associates LLC (formed 2002), which Inotiv engaged as a financial consultant from September 2016 until his CEO appointment .
- Under his tenure, the company navigated severe non‑human primate (NHP) supply disruptions and a weak biotech funding backdrop, pursued footprint consolidation and operational efficiency, and was named a Deloitte Fast 500 company in 2023 and again in 2024 .
- Pay‑versus‑performance disclosure indicates cumulative TSR (value of a fixed $100 investment) of $57.63 (FY22), $10.53 (FY23), and $5.81 (FY24), alongside net losses of $(337.0)mm (FY22), $(105.1)mm (FY23), and $(108.4)mm (FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inotiv, Inc. | President & CEO; Director | 2019–present | Led turnaround and growth initiatives; addressed NHP supply constraints; operational efficiency; Deloitte Fast 500 recognition |
| LS Associates LLC | Managing Partner & President | 2002–present | Turnaround/strategic advisory; LS served as Inotiv consultant (2016–2019) prior to CEO appointment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LS Associates LLC | Managing Partner & President | 2002–present | Separate from Inotiv; historical consulting relationship with Inotiv prior to CEO appointment |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 786,539 | 800,000 |
| Target Bonus (% of salary) | ≥100% target; 50% threshold; 200% max of target (per employment agreement) | ≥100% target; 50% threshold; 200% max of target (per employment agreement) |
| Annual Bonus Paid ($) | 1,200,000 (discretionary) | 0 (no FY24 bonus; Committee determined no annual cash bonuses) |
| Employment Agreement Terms | Base $750,000; incentives as above; term to 1/27/2027 with auto 1‑yr renewals | Base $750,000; incentives as above; term to 1/27/2027 with auto 1‑yr renewals |
Performance Compensation
Annual Incentive (Cash)
| Year | Metric Design | Weighting | Target | Actual/Payout |
|---|---|---|---|---|
| FY 2023 | Discretionary (no preset performance goals) | N/A | N/A | $1,200,000 bonus paid |
| FY 2024 | No annual cash bonus; Committee paid none | N/A | N/A | $0 |
Long‑Term Equity Awards (grants and outstanding)
| Type | Grant Date | Shares/Options | Strike ($) | Grant Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Options | 08/10/2024 | 300,000 | 1.61 | 366,028 (FY24 option award value) | 100k on 2/1/25; 100k on 2/1/26; 100k on 2/1/27 | 08/10/2034 |
| RSUs | 08/10/2024 | 300,000 | — | 483,000 (FY24 stock awards total) | Cliff vest 2/1/26 | — |
| Options | 02/17/2023 | 151,706 unexercisable at 9/30/24 | 7.91 | — | 45,512 on 2/17/25; 45,511 on 2/17/26 | 02/17/2033 |
| RSUs | 01/18/2023 | 59,172 | — | — | Vest 1/18/25 | — |
| RSUs | 02/17/2023 | 151,706 | — | — | Vest 2/17/25 | — |
| RSUs | 03/17/2022 | 165,000 | — | — | 5 equal annual installments starting 3/17/23 | — |
| RSUs | 03/17/2022 | 24,771 | — | — | 3 equal annual installments starting 3/17/23 | — |
| RSUs | 02/15/2022 | 14,143 | — | — | Vest 2/15/25 | — |
FY24 total new awards to Leasure under the 2024 Plan: 600,000 shares subject to awards; grant date fair value $849,028 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,074,104 shares; 3.1% of outstanding as of 1/14/2025 |
| Components | Includes 304,792 RSUs vesting within 60 days and 165,512 options exercisable within 60 days; also 105,000 shares owned by an entity majority‑owned by Leasure (he disclaims beneficial ownership beyond pecuniary interest) |
| Shares Outstanding Reference | 33,717,962 shares outstanding (record date 1/14/2025) |
| Hedging/Pledging | Executives and directors prohibited from pledging, hedging, short sales, options/derivatives (except approved 10b5‑1 plans and same‑day limit orders) |
Upcoming vesting/exercisability (potential supply overhang)
| Date | Instrument | Shares | Notes |
|---|---|---|---|
| 01/18/2025 | RSUs | 59,172 | Single‑tranche vest |
| 02/01/2025 | Options | 100,000 | First tranche of 08/10/24 grant |
| 02/15/2025 | RSUs | 14,143 | Single‑tranche vest |
| 02/17/2025 | RSUs | 151,706 | Single‑tranche vest |
| 02/17/2025 | Options | 45,512 | Tranche of 02/17/23 options |
| 03/17/2025 | RSUs | 24,771 | Third installment of 3‑year schedule |
| 03/17/2025 | RSUs | 33,000 | Second or third 5‑year tranche (165k/5) |
| 02/01/2026 | RSUs | 300,000 | Cliff vest of 08/10/24 RSUs |
| 02/01/2026 | Options | 100,000 | Second tranche of 08/10/24 options |
| 02/17/2026 | Options | 45,511 | Final tranche of 02/17/23 options |
| 02/01/2027 | Options | 100,000 | Final tranche of 08/10/24 options |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Dated 1/27/2022; CEO term through 1/27/2027; automatic 1‑year renewals unless 90‑day notice; base salary $750,000 (subject to increases); annual target bonus ≥100% of salary (50% threshold; 200% max of target); standard benefits |
| Non‑compete/Non‑solicit/Confidentiality | Required under the agreement |
| Change‑in‑Control (CIC) Severance Plan | Tier I participant (CEO): lump sum 3.0x (base + target bonus) upon double‑trigger Qualifying Termination within 24 months post‑CIC; pro‑rata bonus; 18 months health benefits at employee rate; up to $50,000 outplacement; double‑trigger equity acceleration (performance awards paid at target unless determinable) |
| 280G Treatment | Best‑net approach: benefits delivered in full or cut back to avoid excise tax, whichever yields greater after‑tax amount |
| Equity Plan Protections | 2024 Equity Plan prohibits repricing without shareholder approval; uses double‑trigger CIC equity treatment; no dividends on options/SARs; no discounted grants |
Board Governance (Director Service, Committees, Independence)
- Director since 2019; nominated for re‑election as a Class I director at the 2025 Annual Meeting for a term through 2028; age 65 .
- Independence: Board determined all current directors except Leasure (CEO) and Sagartz (CSO) are independent under Nasdaq and SEC rules .
- Board leadership split: CEO and Chairman roles separated (Chair: R. Matthew Neff), mitigating CEO/Chair dual‑role concerns and enhancing oversight .
- Committees (FY24 members): Compensation (Chair Landman), Audit (Chair Coelho), Nominating/Governance (Chair Harrington); Leasure is not listed on committees; all committee members are independent .
- Meetings: No director attended fewer than 75% of board and committee meetings in FY2024; board held 18 meetings .
- Employee Directors’ Board Pay: Employees receive no additional compensation for board service .
Director Compensation (for context; employee directors receive none)
- Non‑employee director cash retainers and equity program detailed; e.g., FY2024 annual RSU grant of 27,500 RSUs per director, vesting March 31, 2025 .
- Not applicable to Leasure as an employee director .
Compensation Committee & Process
- Compensation Committee members (FY2024): Landman (Chair), Brown, Coelho, Harrington, Neff; engages Meridian Compensation Partners as independent consultant .
- FY2024 annual cash bonuses for NEOs set to $0 given macro uncertainty; equity awards granted August 2024 with focus on retention and long‑term alignment .
Related Party Transactions (Governance Red Flags)
| Counterparty | Nature | Amount | Period |
|---|---|---|---|
| LS Associates LLC (managed by Leasure) | Consulting agreement with Inotiv | $0 | FY2023 |
| LS Associates LLC (managed by Leasure) | Consulting agreement with Inotiv | $363,000 | FY2022 |
Risk Indicators & Red Flags
- Late Section 16 filings: In FY2024, multiple insiders (including Leasure) filed one Form 4 one or two days late; 2019: Leasure delinquent on two Form 4s (7,500 shares) .
- Share pool expansion/dilution: Proposal to increase 2024 Equity Plan share reserve by 2,250,000 shares; as of 1/10/2025, options outstanding 1,872,953 (WAEP $8.31; 3.8 yrs), full‑value awards 1,534,106, and 310,715 shares available—Committee expects reserve otherwise insufficient for FY2025 grants .
- Hedging/pledging prohibited (mitigates alignment concerns) .
- Repricing of underwater options prohibited without shareholder approval .
Multi‑Year Executive Compensation (Summary)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 786,539 | 800,000 |
| Bonus ($) | 1,200,000 | — |
| Stock Awards ($) | 1,700,146 | 483,000 |
| Option Awards ($) | 824,353 | 366,028 |
| All Other Comp ($) | 9,900 | 10,350 |
| Total ($) | 4,520,938 | 1,659,378 |
Pay‑Versus‑Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company TSR – value of initial $100 | 57.63 | 10.53 | 5.81 |
| Net Loss ($000s) | (337,018) | (105,140) | (108,445) |
Board Service History and Committee Roles (Leasure)
| Attribute | Detail |
|---|---|
| Board Tenure | Director since 2019; Class I; standing for re‑election in 2025 for term to 2028 |
| Independence | Not independent (executive) |
| Committee Memberships | None listed for Leasure; committees comprised of independent directors |
| CEO/Chair Dual‑Role | Roles separated (Chair: Neff), strengthening independent oversight |
| Meeting Attendance | No director below 75% in FY2024 |
| Employee Board Pay | No additional compensation for board service |
Employment & CIC Economics (Quick Reference)
| Scenario | Cash | Equity | Benefits/Other |
|---|---|---|---|
| Double‑trigger CIC termination (Tier I) | 3.0x (base + target bonus) lump sum; pro‑rata bonus | Acceleration; performance awards at target unless determinable | Health & welfare 18 months; up to $50k outplacement; best‑net 280G |
| Non‑CIC termination for cause/voluntary w/o good reason | No severance (standard forfeiture of unvested equity) | Unvested forfeited; vested subject to plan rules | — |
Investment Implications
- Alignment and retention: Significant unvested equity (notably 300k RSUs vesting 2/1/26 and multi‑tranche options through 2027) indicates meaningful retention hooks; pledging/hedging prohibitions support alignment. Watch discrete vesting dates (e.g., 2/1/25; 1/18/25; 2/17/25; 2/1/26) for potential supply overhang as standard lockups/10b5‑1 plans permit liquidity .
- Pay for performance: FY2024 cash bonuses were zero amid macro uncertainty, shifting emphasis to longer‑term equity; FY2023 relied on discretionary cash bonus—investors may scrutinize return to formulaic metrics in future cycles .
- Change‑of‑control risk/reward: Robust Tier I CIC terms (3.0x base+target, equity acceleration, benefits) are market‑standard but material; best‑net 280G and double‑trigger design mitigate shareholder‑unfriendly features .
- Governance and dilution: Expansion of the 2024 Equity Plan reserve (requesting +2.25M shares) balances talent needs with dilution risk; plan includes shareholder‑friendly features (no repricing, double‑trigger CIC) but adds potential dilution; monitor burn rate and grant cadence .
- Track record and execution risk: Operating headwinds (NHP supply, constrained biotech funding) coincided with TSR deterioration and persistent losses; management actions (new NHP sources, pre‑selling supply, efficiency programs) are in place but execution remains critical to value creation .
Sources: Inotiv, Inc. DEF 14A filings dated January 26, 2024 and January 23, 2025, as cited above [1:…] [2:…].