Inotiv (NOTV) Proxy Filing summary

Executive summary

• Fiscal 2024 was challenging due to constrained early-stage drug R&D and non-human primate (NHP) supply issues, but operational efficiency initiatives and new NHP supply sources were implemented to stabilize future performance.

• The company transitioned to pre-selling NHP supply to reduce volatility and continued to optimize production and transportation in the RMS segment.

• DSA revenues declined year-over-year, but recently expanded facilities and service lines showed growth, expected to continue as the industry refocuses on early-stage assets.

• General and administrative spending was managed aggressively, with investments in sales and human capital to enhance scientific excellence and customer service.

• Key leadership appointments in 2024 strengthened governance and compliance, including a new Chairman, two new directors, and a Chief Compliance Officer.

Voting matters and shareholder proposals

• Shareholders will vote to elect two directors for terms expiring in 2028, ratify Ernst & Young LLP as auditor for fiscal 2025, approve executive compensation (Say on Pay), determine the frequency of Say on Pay votes (recommended every three years), and approve an amendment to the 2024 Equity Incentive Plan.

• Board recommends voting FOR all proposals and for a three-year frequency on Say on Pay.

• Shareholders of record as of January 14, 2025, are entitled to vote; a majority of shares is required for quorum.

• Shareholder proposals for the 2026 annual meeting must be submitted by September 25, 2025.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; two Class I directors are up for election in 2025.

• Board leadership roles are separated, with the Chairman and CEO as distinct positions to enhance governance.

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, all composed of independent directors.

• Board diversity includes one female and one racially/ethnically diverse director; diversity is considered in board composition.

• No family relationships exist among directors and executive officers.