Chris MacLeod
About Chris MacLeod
Chris MacLeod, 55, is an independent director of Zomedica, serving since July 2020. He is a founding partner of Cambridge LLP (since January 2010) with a practice focused on complex business litigation and international matters, and holds a B.A. in political science and religious studies (University of Regina) and an LLB (University of Saskatchewan). The Board classifies him as independent under NYSE American and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Body and Mind Inc. | Chairman and Director (former) | Not disclosed | Prior public company board experience noted in biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cambridge LLP | Founding Partner (through C.R. MacLeod Professional Corporation since 2014) | Jan 2010–Present | Complex business litigation; international matters |
Board Governance
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance (member of all three; not a chair).
- Independence: Determined “independent” by the Board under NYSE American and SEC rules.
- Years of service: Director since July 2020.
- 2024 attendance: 100% of Board meetings (6/6); 100% Audit (4/4); 100% Compensation (3/3); 100% Nominating & Corporate Governance (3/3).
| Governance Item | Detail |
|---|---|
| 2025 director election outcome | For: 95,850,378; Withheld: 75,508,561; Broker non-votes: 208,728,775 (elected to 2026 term) |
| Board independence | 6 of 8 current directors are independent; majority independent |
| Board leadership | Independent Chair (Jeffrey Rowe); CEO and Chair roles separated |
| Executive/independent sessions | Board periodically holds independent sessions at ends of meetings; all committees fully independent |
| Say-on-pay signal | 2025 say-on-pay failed (For: 56,659,992; Against: 82,373,446; Abstain: 32,325,502); 2024 had only 46% support (2023: 75.3% for) |
Fixed Compensation
| Component | Policy/Amount | Year | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | In effect since 2023 | Payable quarterly |
| Committee chair fee | +$5,000 | In effect since 2023 | Payable quarterly |
| Board Chair fee | +$10,000 | In effect since 2023 | Payable quarterly |
| 2024 Fees earned (Chris MacLeod) | $50,000 | 2024 | Non-employee director cash fees |
Performance Compensation
| Equity/Equity-like Award | Grant/Value | Vesting | Term/Exercise | Settlement | Notes |
|---|---|---|---|---|---|
| Stock Appreciation Rights (SARs) – 2024 (Chris MacLeod) | $127,988 (grant-date fair value under ASC 718) | 100% on first anniversary (non-employee directors) | Exercise price ≥ FMV on grant date; term ≤ 10 years; post-termination exercise generally 90 days (12 months death/disability) | Cash-settled (no share issuance) | Individual SAR count not disclosed; directors received SARs in 2024; no options granted to directors in 2024 |
Note: Proxy discloses time-based vesting for director SARs; no director performance-conditioned equity metrics are described.
Other Directorships & Interlocks
| Director | Current public company directorships | Committee roles (external) |
|---|---|---|
| Chris MacLeod | None | N/A |
- Prior public company service: Former Chairman and Board Member, Body and Mind Inc. (historical, not currently a reporting issuer director per the proxy).
- Interlocks with Zomedica competitors/customers/suppliers: None disclosed.
Expertise & Qualifications
- Legal/International: Founding partner at Cambridge LLP; specializes in complex business litigation and international matters.
- Education: B.A., University of Regina; LLB, University of Saskatchewan.
- Board Skills: Company cites his experience representing companies in international matters as the rationale for Board service.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Noted Components |
|---|---|---|---|
| Chris MacLeod | 1,850,863 | 0.195% | Includes options to purchase 1,707,863 common shares (exercisable within 60 days) |
| Shares outstanding (record date reference) | 979,949,668 | — | Record date: April 21, 2025 |
- Pledging/Hedging: Company prohibits hedging transactions by directors; no pledging disclosures specific to Mr. MacLeod.
- Related-party transactions: None disclosed involving Mr. MacLeod above $120,000; Audit Committee reviews any related-party transactions.
Governance Assessment
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Strengths
- Independence and engagement: Classified independent; served on all three key committees (Audit, Compensation, Nominating & Corporate Governance); perfect attendance across Board and committees in 2024.
- Oversight structures: Board chaired by an independent director; committees fully independent; clawback and anti-hedging policies in place.
- Ownership alignment: Beneficial ownership reported, including options; regular annual director fee structure transparent.
-
Watch items / RED FLAGS
- Say-on-pay failure in 2025 following low 2024 support indicates shareholder dissatisfaction with executive pay, elevating expectations on the Compensation Committee, where Mr. MacLeod serves. Vote outcome (For 56.7M; Against 82.4M; Abstain 32.3M).
- Director equity awards are cash-settled SARs (no share issuance), which do not increase director share ownership and may lessen “skin-in-the-game” alignment relative to share-based awards.
- The Board lacks formal written chair/committee chair position descriptions and does not provide formal continuing director education, though independent sessions occur and charters exist.
-
Overall: Mr. MacLeod’s independence, comprehensive committee service, and 100% attendance support board effectiveness. However, the failed 2025 say-on-pay and cash-settled SAR structure warrant close monitoring of the Compensation Committee’s responsiveness to investor feedback and the Board’s approach to alignment.