Raphael Rodriguez
NEOGENAbout Raphael A. Rodriguez
Raphael A. “Ralph” Rodriguez, age 57, has served on Neogen’s Board since 2020 and is currently a member of the Compensation Committee and the Science, Technology & Innovation Committee. He is President and Chief Product Officer of Daon, Inc. (since 2022), a global biometric and identity assurance company; previously he was Executive-in-Residence at Summit Partners, a Research Scientist at Facebook leading Applied Identity and Intelligence, and co‑founder/CTO of Confirm.io (acquired by Facebook in 2018). He is an entrepreneur and technology leader with 50 patents, the longest‑serving ASP Fellow at MIT, a U.S. Army intelligence veteran of the Persian Gulf War, and serves on the board of Strategic Cyber Ventures. These credentials indicate deep domain expertise in digital identity, AI/ML, and cybersecurity relevant to NEOG’s innovation oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daon, Inc. | President & Chief Product Officer; Director | 2022–present | Leads product and identity assurance strategy; governance experience as board member |
| Summit Partners | Executive‑in‑Residence | Not disclosed | Strategic advisory; technology commercialization insights |
| Research Scientist, Applied Identity & Intelligence | Not disclosed | Led applied identity/AI initiatives; product integrity focus | |
| Confirm.io | Co‑founder & CTO | Acquired 2018 | Built identity verification tech; successful exit to Facebook |
| U.S. Army | Intelligence (Persian Gulf War) | Not disclosed | Operational intelligence experience |
External Roles
| Entity | Role | Type | Committees |
|---|---|---|---|
| Strategic Cyber Ventures | Director | Private investment/venture | Not disclosed |
No other public company directorships for Rodriguez are disclosed in the proxy.
Board Governance
- Independence: The Board determined that all current directors other than the CEO are independent under Nasdaq rules; Rodriguez is independent.
- Committees: Compensation Committee member; Science, Technology & Innovation Committee member. Not a chair of any committee.
- Attendance: In FY2025 the Board held 7 meetings and committees held 19; each director attended >75% of total Board and assigned committee meetings. Directors serving in October 2024 attended the 2024 virtual annual meeting.
- Committee cadence: Compensation (6 meetings), Governance (4), Audit (8), Science, Technology & Innovation (1).
- Board leadership and executive sessions: Independent Chair (James C. Borel); independent directors meet in executive session at least quarterly.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $55,000 | Paid quarterly |
| Committee membership fees | $15,000 | $7,500 each for Compensation and ST&I committees (total $15,000) |
| Total cash fees (FY2025) | $70,000 | As reported for Rodriguez |
| Equity – RSUs (grant-date value) | $82,500 | Annual director grant; three‑year ratable vesting |
| Equity – Options (grant-date value) | $82,500 | Annual director grant; three‑year ratable vesting; 7‑year term |
| Total reported director compensation (FY2025) | $235,000 | Fees + RSU + Option grant values |
Outstanding equity awards (as of May 31, 2025):
- RSUs outstanding: 11,699
- Options outstanding: 57,536
Performance Compensation
| Instrument | Grant value (FY2025) | Vesting schedule | Term | Performance conditions |
|---|---|---|---|---|
| RSUs | $82,500 | Three‑year ratable vesting | N/A | None disclosed for directors |
| Stock Options | $82,500 | Three‑year ratable vesting | 7 years | None disclosed for directors; grant at closing price |
Neogen’s director equity program is time‑based; no director PSUs or performance conditions are disclosed.
Other Directorships & Interlocks
| Person | Other public company boards | Interlocks/Shared boards with NEOG stakeholders | Notes |
|---|---|---|---|
| Raphael A. Rodriguez | None disclosed | None disclosed | Serves on Strategic Cyber Ventures board (private) |
Compensation Committee interlocks: none; no relationships requiring disclosure under “Certain Relationships and Related Party Transactions.”
Expertise & Qualifications
- Digital identity, AI/ML, and emerging technology leadership; startup innovation; R&D; executive leadership.
- 50 patents; longest‑serving ASP Fellow at MIT; applied identity expertise from Facebook; biometric/identity assurance at Daon.
Equity Ownership
| Holder | Shares owned | Right to acquire within 60 days | Total beneficial ownership | % of shares outstanding |
|---|---|---|---|---|
| Raphael A. Rodriguez | 14,948 | 34,202 | 49,150 | <1% (starred in proxy) |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; applies to non‑employee directors.
- Anti‑hedging and anti‑pledging: Hedging prohibited; pledging requires CFO and Board Chair approval.
Insider Trades
| Period | Form 4 transactions | Section 16(a) compliance | Source |
|---|---|---|---|
| FY2025 | Not disclosed in proxy | No delinquencies; all directors/officers complied with Section 16(a) filing requirements | Proxy disclosure |
Governance Assessment
- Strengths: Independent director with deep AI/identity/cyber expertise on the Science, Technology & Innovation Committee; consistent attendance; robust anti‑hedging/pledging policy; no related‑party transactions reported.
- Compensation governance: Rodriguez serves on the Compensation Committee, which is composed entirely of independent directors and meets in executive session; the committee added PSUs and enhanced disclosure after a low 2024 Say‑on‑Pay result, indicating responsiveness to shareholder feedback.
- Risk indicators: 2024 Say‑on‑Pay approval was 48.8% (RED FLAG for executive pay alignment), though the Board conducted outreach and instituted PSU‑based LTIP changes for FY2026.
- Conflicts: No related‑party transactions; no disclosed public company interlocks; Audit Committee reviews and must pre‑approve related‑party transactions, reducing conflict risk.
Overall, Rodriguez’s technology and identity credentials strengthen board oversight of innovation and cybersecurity, while his committee roles and independence support governance effectiveness; the primary investor‑confidence watchpoint relates to executive pay alignment, which the Board has begun to address with PSU adoption.