Nominating/Corporate Governance Committee Charter

Purpose

This Charter shall govern the operations of the Nominating/Corporate Governance Committee (“Committee”) of the Board of Directors of Inotiv, Inc. (the “Company”). The primary purpose of the Committee is to identify and recommend the nomination of qualified directors to the Board of Directors of the Company.

Composition

The membership of the Committee shall consist of at least three directors who shall be free of any relationship that, in the opinion of the board, would interfere with his or her individual exercise of independent judgment, and shall be “independent ” as defined in NASDAQ Market Place Rule 4200. The Board of Directors may, at any time and in its complete discretion, replace a Committee member.

The Board of Directors shall appoint one member of the Committee as chairperson. He or she shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making Committee assignments and reporting to the Board of Directors.

Meetings

The Committee shall meet at least annually, or more frequently as circumstances dictate.

Responsibilities

The Committee shall:

1. Oversee the search for qualified individuals to serve on the Board of Directors. Qualified individuals will complement the Company’s mission of advancing health care through innovative science. The Company’s policy is that a majority of the members of the Board of Directors be independent as defined by the listing standards of NASDAQ and the rules of the Securities and Exchange Commission. To assist in the search for qualified directors, the Committee will consider shareholder suggestions for nominations that are submitted as required by the Bylaws and, as it deems necessary, employ outside search firms to assist in identifying qualified candidates.
2. Recommend to the Board of Directors those director nominees who, in the Committee’s opinion, the full Board should recommend for shareholder approval at the annual meeting. The Committee will base its recommendation for nomination on criteria that it believes will provide a board perspective and depth of experience in the Board of Directors. In general, when considering independent directors, the Committee will consider the candidate’s experience in areas central to the Company, such as science, business, finance, legal and regulatory compliance, as well as considering the candidate’s personal qualities and accomplishments.
3. Oversee the administration of the Board of Directors, including, at least annually, review and recommend the appointment of directors to committees of the Board, monitor and review the functions of the committees, and review and advise the Board concerning the directors’ compensation and benefits.
4. Draft such policies as it deems necessary to carry out its functions, and annually review and evaluate this charter and any related policies.
5. Be authorized to delegate any duties of the Committee to subcommittees, and hire counsel and other experts as the Committee, in its sole discretion, deems appropriate.
6. Report, at least annually, to the Board of Directors.
7. Perform any other duties assigned to it by the Board of Directors.