Ronald Green
NEOGENAbout Ronald D. Green
Ronald D. Green, Ph.D., is an independent director of Neogen, age 64, serving since 2014. He is Chancellor Emeritus of the University of Nebraska–Lincoln with 40+ years in agricultural and food sciences, recognized internationally in animal genetics/genomics, and has led large-scale academic and government initiatives. He chairs Neogen’s Science, Technology & Innovation Committee and serves on the Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Nebraska–Lincoln | Chancellor Emeritus; former Vice Chancellor, Institute of Agriculture and Natural Resources | Not disclosed | Managed $1.3B budget and 6,500 employees; leadership in ag/food sciences |
| U.S. Department of Agriculture | Leadership roles | Not disclosed | National regulatory and scientific leadership |
| White House interagency working group on animal genomics | Member | Not disclosed | Federal coordination on animal genomics policy |
| Pfizer Animal Health | Leadership role | Not disclosed | Industry experience in animal health |
| American Society of Animal Science | Fellow; Past President | Not disclosed | Professional recognition and governance experience |
External Roles
- No current public company directorships disclosed for Dr. Green in the proxy.
- Academic and government leadership roles listed above; no additional private/academic board listings beyond ASAS noted.
Board Governance
- Committees: Chair, Science, Technology & Innovation (ST&I); Member, Governance.
- Committee activity: ST&I met 1 time in FY2025; Governance met 4 times in FY2025; Audit met 8 times in FY2025; Compensation met 6 times in FY2025.
- Independence: Board determined all current directors other than the CEO are independent under Nasdaq rules; Green is independent.
- Attendance: Board held 7 meetings and committees held 19 meetings in FY2025; each director attended >75% of Board/committee meetings; all directors serving in Oct 2024 attended the 2024 Annual Meeting.
- Board leadership and executive sessions: Borel is Board Chair; independent directors meet in executive session at least quarterly.
- Anti-hedging/anti-pledging: Hedging prohibited; pledging prohibited without CFO and Board Chair approval.
- Related-party transactions: None in FY2025; none proposed.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (director) | $55,000 | Paid quarterly |
| Board Chair premium | +$55,000 | Not applicable to Green; for Chair role |
| Committee membership fees | $7,500 (Governance/Comp/ST&I); $10,000 (Audit) | Paid annually |
| Committee chair fees | +$7,500 (Governance/Comp/ST&I); +$10,000 (Audit) | ST&I chair eligible for +$7,500 |
| FY2025 cash fees paid (Green) | $77,500 | As reported in Director Compensation table |
Performance Compensation
| Equity Element | Annual Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (director) | $82,500 (half of equity mix) | 3-year ratable vesting | None disclosed for directors (time-based vesting) |
| Stock options (director) | $82,500 (half of equity mix) | 3-year ratable vesting; 7-year term; grant at closing price | None disclosed for directors (market-based value only) |
Directors receive $165,000 in equity annually, split equally between RSUs and options; options are not repriced/reloaded.
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public companies) | — | — | No interlocks disclosed; no related-party transactions in FY2025. |
Expertise & Qualifications
- Genomics and technology industries; R&D leadership; executive leadership.
- Internationally recognized authority in animal genetics/genomics; ASAS Fellow and past president.
- Experience across academia, government (USDA), and industry (Pfizer Animal Health).
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Ronald D. Green, Ph.D. | 12,781 | 50,202 | 62,983 | <1% |
| Outstanding Director Equity (as of 5/31/2025) | Count |
|---|---|
| RSUs outstanding (Green) | 11,699 |
| Options outstanding (Green) | 78,870 |
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; unexercised options/uneared PSUs excluded; those not yet compliant cannot sell >25% of vested shares.
- Section 16 compliance: No delinquent filings reported for FY2025.
- Pledging: Prohibited absent CFO/Chair approval; no specific pledging by Green disclosed.
Governance Assessment
- Strengths:
- Independent director with deep domain expertise in animal genomics/food sciences; chairs ST&I and serves on Governance, aligning skills to oversight of R&D and technology.
- Strong ownership policy for directors (5x retainer) and anti-hedging/pledging protections; Section 16 compliance noted.
- No related-party transactions in FY2025; Board and committee attendance thresholds met.
- Watch items / potential red flags:
- ST&I Committee met only once in FY2025, potentially light for innovation/growth oversight given integration challenges; continued monitoring of committee cadence advisable.
- 2024 say-on-pay support was 48.8% (failed), signaling investor concerns; Board responded by adding PSUs with multi-year performance metrics and rTSR modifier for executives—positive responsiveness but underscores governance scrutiny.
- Compensation committee quality signals: Independent membership; use of independent consultants (Meridian → Farient); defined peer group; no interlocks/insider participation.
Overall, Green’s independence, specialized expertise, and chair role support board effectiveness in science/technology oversight; monitoring ST&I engagement frequency and continued responsiveness to shareholder feedback remains prudent.