Jeffrey Rowe
About Jeffrey Rowe
Jeffrey Rowe (age 69) is Zomedica’s independent Chairman of the Board and Chair of the Compensation Committee; he has served as a director since April 2016 and as Chairman since December 2019, with prior service as Audit Committee Chair from 2016 to September 2021 . He is a former Executive Vice President and Director of Diplomat Pharmacy, Inc. (NYSE: DPLO), where revenue grew to $3 billion prior to his retirement in October 2015; he holds a Bachelor of Pharmacy from Ferris State University . The Board has determined he is independent under NYSE American and SEC rules, and he currently serves as independent Chairman, with the CEO and Chair roles separated .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diplomat Pharmacy, Inc. (NYSE: DPLO) | Executive Vice President; Director | Until Oct 2015 (retired) | Helped scale from < $5M to $3B revenue; experience in accreditation, contracting, cybersecurity, regulation; compounding and integrative medicine expertise |
| Community Pharmacies (Genesee County, MI) | Owner | N/D | Operated two successful community pharmacies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | None | N/A | Appendix A lists no other reporting issuer directorships for Rowe |
Board Governance
| Item | Details |
|---|---|
| Board leadership | Separate Chair/CEO; Rowe is independent Chairman |
| Independence | Board-determined independent (NYSE American/SEC standards) |
| Committees | Audit (member); Compensation (Chair); Nominating & Corporate Governance (member) |
| 2024 Attendance (Board) | 6/6 meetings, 100% |
| 2024 Attendance (Committees) | Audit 4/4 (100%); Compensation 3/3 (100%); Nominating 3/3 (100%) |
| Executive sessions | Independent directors periodically hold sessions at end of Board meetings (not regularly scheduled) |
| Board/committee composition | Majority independent; all three standing committees fully independent |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (policy) | $50,000 | Set Dec 9, 2022; paid quarterly |
| Chairman of the Board premium (policy) | $10,000 | Paid quarterly |
| Committee chair premium (policy) | $5,000 | Paid quarterly; Rowe is Compensation Committee Chair |
| 2024 Cash fees paid to Rowe | $65,000 | Reflects base + Board Chair + Committee Chair |
Performance Compensation
| Instrument | 2024 Grant/Value | Vesting | Settlement | Performance Metrics |
|---|---|---|---|---|
| Stock Appreciation Rights (SARs) – Rowe | $149,320 fair value | For non-employee directors: 100% on 1st anniversary, subject to continuous service | Cash-settled only; no share issuance | None disclosed (time-based; exercise price ≥ FMV at grant) |
| Options to directors in 2024 | $0 | No director options granted in 2024 | N/A | N/A |
Notes: The 2024 SAR Plan authorizes awards up to 10% of outstanding shares, sets exercise price ≥ FMV, and uses Black-Scholes for fair value; max term 10 years; post-termination exercise windows apply . The shift to cash-settled SARs may limit long-term ownership build versus stock options or share-based units, a potential alignment consideration .
Other Directorships & Interlocks
| Person | External Board Roles (current) | Notable Interlocks/Shared History |
|---|---|---|
| Jeffrey Rowe | None | Prior EVP/Director at Diplomat Pharmacy |
| Sean Whelan (ZOM Director) | Prior Director and Audit Chair at SPAR Group (NASDAQ: SGRP) | Former CFO, Secretary, Treasurer and Director at Diplomat, Inc.; shared prior employer with Rowe (potential network tie) |
Expertise & Qualifications
- Financial and governance expertise; extensive pharmaceutical operations and specialty pharmacy experience; accreditation, contracting, cybersecurity, regulation; compounding/integrative medicine .
- Bachelor of Pharmacy, Ferris State University .
- Independent Chairman with full attendance across Board and committee meetings in 2024 .
Equity Ownership
| Holder | Form of Ownership | Shares/Options | % of Outstanding | Notes |
|---|---|---|---|---|
| Jeffrey Rowe – total beneficial | Common shares + options | 15,412,862 | 1.57% | As of record date (979,949,668 shares outstanding) |
| Rowe Family GST Trust | Common shares | 11,120,000 | N/D | Trustee is his sister; Rowe disclaims beneficial ownership except to his pecuniary interest |
| Jeffrey M. Rowe Living Trust | Common shares | 2,672,342 | N/D | Rowe is trustee and sole investment decision-maker |
| IRA (Rowe) | Common shares | 181,000 | N/D | IRA-held shares |
| Stock options (Rowe) | Options | 1,732,862 | N/D | Included in beneficial ownership number |
| Anti-hedging policy | Policy | Prohibits hedging/monetization (e.g., collars/forwards) | N/A | Applies to directors and related persons |
| Clawback policy | Policy | Recoupment of incentive comp upon restatement | N/A | Implemented; administered by Compensation Committee |
Governance Assessment
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Strengths
- Independent Chair with strong engagement: 100% attendance at Board and all committee meetings in 2024; serves on all three committees and chairs Compensation .
- Majority-independent Board; all standing committees fully independent; separation of Chair/CEO roles .
- Material personal alignment: 1.57% beneficial ownership with significant trust holdings and options exposure; anti-hedging and clawback policies in place .
-
Watch items / potential red flags
- RED FLAG: 2024 say-on-pay failed (only 46% support vs. 51.3% against), signaling shareholder dissatisfaction with executive pay under the committee chaired by Rowe; 2023 support was 75.3% prior year. Committee engaged Compensia; equity reviewed; cash comp below 25th percentile; additional option grants to COO/GC/former CFO in 2024; base salaries largely unchanged .
- Alignment nuance: Directors received cash-settled SARs in 2024 (no options granted), which vest on time, not performance; may reduce long-term equity ownership build vs. share-based units or options unless offset by open-market purchases .
- Network considerations: Historical overlap at Diplomat between Rowe and current Audit Chair/Director Sean Whelan indicates prior working relationship; monitor for groupthink risks in oversight, though both are independent directors .
-
Related-party and conduct checks
- No related-party transactions over $120,000 since Jan 1, 2023; no indebtedness; no penalties/sanctions or bankruptcy disclosures for directors; Section 16 filings were timely in 2024 .
Implications: Rowe’s governance profile is strong on independence, attendance, and experience. The 2024 say-on-pay outcome elevates scrutiny of the Compensation Committee’s responsiveness; subsequent consultant engagement and targeted equity actions are a partial response, but investors may expect clearer performance linkage and improved disclosure/engagement in 2025 under Rowe’s chairmanship .