Terry Coelho
InotivAbout Terry Coelho
Independent director of Inotiv (NOTV) since October 2023; age 63, serving in Class II with a term expiring at the 2026 annual meeting. She is a seasoned finance executive (35+ years) across biopharma and multinational corporates and is designated by the Board as an “audit committee financial expert.” Education: MBA in Finance (IBMEC, Rio de Janeiro) and B.A. in International Studies & Economics (American University), summa cum laude. Currently EVP & CFO and a board member of HOOPIKA Pharma Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gamida Cell Ltd. | Chief Financial Officer | Prior to CinCor tenure (dates not specified) | “Instrumental in navigating a successful exit for the company” |
| CinCor Pharma, Inc. | VP, CFO & Chief Business Development Officer | Led IPO Jan 2022; follow-on; sold to AstraZeneca (~$1.8B) | Drove capital markets and M&A outcomes |
| BioDelivery Sciences International | Chief Financial Officer | Prior role (dates not specified) | Senior finance leadership |
| Balchem Corporation | Chief Financial Officer | Prior role (dates not specified) | Senior finance leadership |
| Diversey | Chief Financial Officer | Prior role (dates not specified) | Senior finance leadership |
| Novartis | Finance lead for Oncology Hematology franchise; Global Head of Oncology Development Finance | Prior roles (dates not specified) | Portfolio finance leadership in R&D/oncology |
| Mars, Inc. | Various positions of increasing responsibility | Earlier career | Global finance/operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HOOPIKA Pharma Inc. (public) | EVP & CFO; Director | Current | Previously served as Audit Committee Chair and Compensation Committee member before becoming CFO |
| Entero Therapeutics, Inc. (formerly First Wave Biopharma) | Director | Within past five years | Public company board service |
Board Governance
- Independence: Board determined Ms. Coelho is independent under Nasdaq and SEC rules.
- Committee leadership/assignments (FY2024):
- Audit Committee Chair (7 meetings)
- Compensation Committee member (6 meetings)
- Nominating/Corporate Governance Committee member (4 meetings)
- Financial expertise: Designated an “audit committee financial expert.”
- Attendance: No director attended fewer than 75% of applicable Board/committee meetings; all directors attended the 2024 annual meeting.
- Board structure: Independent, non-executive Chair (R. Matthew Neff); CEO and Chair roles are separated.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $55,000 | FY2024 schedule |
| Audit Chair Retainer (cash) | $20,000 | FY2024 schedule |
| Compensation Committee Member (cash) | $7,500 | FY2024 schedule |
| Nominating/Corp Gov Member (cash) | $5,000 | FY2024 schedule |
| Fees Paid in Cash – Coelho (FY2024) | $81,334 | Reflects pro‑ration and roles during FY2024 |
Director ownership guidelines: The company “has not adopted guidelines with respect to non‑employee director ownership of common shares” (governance negative).
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Annual grant to all non‑employee directors) | Aug 10, 2024 | 27,500 | ~$44,275 | Vest Mar 31, 2025, service-based |
| RSUs (Appointment grant – Coelho) | Oct 16, 2023 | 12,911 | Included in FY2024 director stock awards total | Vested Apr 1, 2024 |
| Stock Awards – Coelho (FY2024 total) | FY2024 | — | $74,090 | Aggregate ASC 718 value |
- Beginning in fiscal 2025, directors may defer settlement of their annual RSU awards (alignment/leverage to tax/holding preferences).
- No director options were granted to Coelho in FY2024; director equity is primarily RSUs (service‑based, not performance‑based).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| HOOPIKA Pharma Inc. | Public biopharma | EVP & CFO; Director | Prior audit chair/comp member at HOOPIKA; no NOTV-related related‑party transactions disclosed |
| Entero Therapeutics, Inc. | Public biopharma | Former Director (past 5 years) | Prior external board seat; no NOTV-related related‑party transactions disclosed |
Expertise & Qualifications
- Capital markets/M&A: Led CinCor IPO (Jan 2022), follow-on, and sale to AstraZeneca (~$1.8B); exit experience at Gamida Cell.
- Deep biopharma finance and development portfolio expertise (Novartis oncology finance leadership).
- Designated audit committee financial expert; CFO experience across multiple public companies.
- Education: MBA Finance (IBMEC, Rio de Janeiro); B.A. International Studies & Economics, American University, summa cum laude.
Equity Ownership
| Item | Amount | Notes/Date |
|---|---|---|
| Beneficially owned common shares | 12,911 | As of Jan 14, 2025; “<1%” of outstanding |
| Unvested RSUs held (as of Sep 30, 2024) | 27,500 | From Aug 10, 2024 annual grant |
| Options held | 0 | Directors other than Neff held no options; Coelho 0 |
| Shares outstanding (reference) | 33,717,962 | As of Jan 14, 2025 |
| Pledged/hedged shares | Prohibited by policy | Insider policy bans pledging, hedging, derivatives by directors |
Insider Equity Awards (as reported in proxy; typically Form 4-reported)
| Date | Transaction | Security | Quantity/Value | Vesting |
|---|---|---|---|---|
| Oct 16, 2023 | Appointment grant | RSUs | 12,911 | Vested Apr 1, 2024 |
| Aug 10, 2024 | Annual director grant | RSUs | 27,500 (~$44,275 FV) | Vest Mar 31, 2025 |
Section 16 compliance: Company disclosed one Form 4 filing was made 1–2 days late by Ms. Coelho (and others) to report annual equity awards.
Governance Assessment
- Positives
- Independent director with capital markets, biopharma development finance, and CFO pedigree; designated audit committee financial expert.
- Audit Committee Chair; sits on Compensation and Nominating/Corporate Governance—positions of oversight leverage.
- Attendance: Met Board standard (no director <75%); attended 2024 annual meeting.
- Risk-mitigation policies: Anti‑hedging and anti‑pledging for directors; audit committee oversees related-party transactions and cybersecurity.
- Watch items / RED FLAGS
- No director stock ownership guidelines (reduced explicit alignment requirement for directors).
- Director RSUs vest within the fiscal year (e.g., Aug 10, 2024 grant vests Mar 31, 2025), a relatively short vesting cadence for board equity at some issuers.
- Minor filing timeliness issue: one Form 4 filed 1–2 days late (administrative).
Related-party/Conflicts: The Audit Committee administers the related persons transactions policy; the proxy discloses no related-party transactions for Ms. Coelho.
Board context: Independent, non‑executive Chair; committees fully independent under Nasdaq/SEC rules.