Raymond E. Cabillot
About Raymond E. Cabillot
Raymond E. “Ray” Cabillot (age 62) has served as an independent director of Pro-Dex, Inc. since January 2013. He is Chief Executive Officer and a director of Farnam Street Capital, Inc., general partner of Farnam Street Partners L.P., since 1998; previously Senior Research Analyst at Piper Jaffray (1990–1998) and an Investment Manager at Prudential Capital Corporation (1987–1990). He holds a B.A. in Economics and Chemistry from St. Olaf College and an M.B.A. from the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farnam Street Capital, Inc. | CEO & Director | 1998–present | Leads investment strategy; significant public company board experience |
| Piper Jaffray, Inc. | Senior Research Analyst | 1990–1998 | Equity research coverage and capital markets experience |
| Prudential Capital Corporation | Associate/Investment Manager | 1987–1990 | Credit/investment management experience |
| O.I. Corporation (former Nasdaq) | Director; Chairman/Co-Chairman | 2006–2010 | Board chair 2007–2010; co-chair in 2010 |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Air T, Inc. | AIRT | Director | Nov 2016–present | Also on PDEX Investment Committee; AIRT interlock present on PDEX board |
| Oxbridge Re Holdings Limited | — | Director | 2013–2023 | Specialty/casualty reinsurer |
Board Governance
- Independence and roles: Cabillot is an independent director under Nasdaq rules and serves on four committees: Audit (member), Compensation (member), Nominating/Corporate Governance (Chair), and Investment (member) .
- Audit Committee financial expertise: The board confirmed all Audit Committee members (including Cabillot) meet SEC regulations for designation as “Audit Committee Financial Expert” .
- Meeting cadence and attendance: FY2025 board meetings: 4; independent directors held 3 executive sessions; no director attended less than 75% of board/committee meetings .
- Committee activity FY2025: Audit (6 meetings; 1 written consent), Nominating (2 meetings), Compensation (1 meeting; 3 written consents), Investment (1 meeting) .
- Board leadership: Independent chair (Nicholas J. Swenson); CEO and Chair roles separated .
- Annual meeting attendance: All directors except Katrina Philp attended the 2024 annual meeting in person; Ray attended .
- 2024 director election support for Cabillot: For 2,014,932; Withheld 332,877; Broker non-votes 542,256 .
Fixed Compensation
| Component | Detail | FY/Grant | Amount/Units |
|---|---|---|---|
| Annual cash retainer (non-employee director) | Paid quarterly | FY2025 | $18,000 (Cabillot) |
| Audit Committee Chair premium | Additional to retainer (not applicable to Cabillot) | FY2025 | $7,000 (paid to Audit Chair Hovda) |
Performance Compensation
| Instrument | Metric(s) | Target/Threshold | Measurement Period | Vesting/Notes |
|---|---|---|---|---|
| Restricted Shares (non-employee director grant) | None (time-based vesting; no performance metrics disclosed) | N/A | Begins Nov 20, 2025 | 1,000 shares per director vesting 200 shares/year over 5 years |
No director stock options or performance share units for directors disclosed in FY2025; equity awards are time-based restricted shares .
Other Directorships & Interlocks
| Entity | Relationship to Cabillot | Interlock/Conflict Context |
|---|---|---|
| Air T, Inc. (AIRT) | Cabillot is a director | PDEX invested ~$1.0 million in AIRT common stock via 10b5-1 plans; approvals obtained from PDEX board members unaffiliated with AIRT. Additional interlocks: PDEX Chair/Director Nicholas J. Swenson is AIRT CEO/Chair; Director Katrina Philp is AIRT Chief of Staff . |
Expertise & Qualifications
- 25+ years as a financial analyst and investment manager; 10+ years public company board experience (including chair/co-chair roles); independent of management .
- Audit/financial expertise recognized via Audit Committee financial expert designation .
- Education: B.A. (Economics & Chemistry), St. Olaf; M.B.A., University of Minnesota .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Raymond E. Cabillot; Farnam Street Partners L.P.; Farnam Street Capital, Inc.; Peter O. Haeg (group) | 277,046 | 8.4% | Group claims shared voting and dispositive power over 270,846 shares held by Farnam Street Partners, L.P. |
| Options exercisable/vestable within 60 days (Cabillot) | 6,200 | — | Included in beneficial ownership calculation per SEC rules |
Additional ownership/pledging context:
- No pledging disclosed for Cabillot or Farnam Street in PDEX’s beneficial ownership footnotes. Company policy prohibits hedging and short selling; pledging restricted unless aggregate collateral is ≥200% of loan obligations .
- AO Partners’ 922,204 PDEX shares (a separate holder) are pledged to secure a loan; this is not associated with Cabillot’s holdings .
Governance Assessment
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Strengths
- Deep capital markets and investment experience; designated Audit Committee financial expertise; chairs Nominating/Corporate Governance (important for board refreshment and independence oversight) .
- Strong board structure: independent chair; regular executive sessions; full compliance with attendance thresholds .
- Conservative director pay structure: modest cash retainer; time-based RS grants; no option repricing permitted under plan; equity awards subject to clawback .
-
Risks and potential red flags
- Related-party/interlock exposure: PDEX’s investment in AIRT while Cabillot (and two other PDEX directors) are affiliated with AIRT; mitigated by approvals from unaffiliated directors and use of 10b5-1 plans, but remains a perceived conflict risk given Cabillot’s role on PDEX’s Investment Committee .
- Shareholder support signal: 2024 vote shows 332,877 withhold votes for Cabillot versus 2,014,932 for; while elected, monitors should track any trend in withholds in 2025 .
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Additional observations
- No family relationships among directors/officers disclosed .
- Policy infrastructure: insider trading, hedging/pledging restrictions, code of ethics in place; no waivers in FY2025 .
Overall: Cabillot brings strong financial oversight and governance leadership (Nominating Chair; Audit member/financial expert) with substantial ownership alignment (8.4%). The AIRT interlock via the Investment Committee and PDEX’s AIRT holdings is the key governance watchpoint; processes appear to mitigate but warrant ongoing monitoring for conflicts .