Johnny Powers
About Johnny D. Powers
Johnny D. Powers (age 63) has served as a director of Zomedica since August 2019. He brings 30+ years in medical diagnostics, including senior leadership at IDEXX Laboratories (Executive Vice President, 2012–2016; Corporate Vice President from 2009) overseeing Reference Labs, Telemedicine, Rapid Assay POC, Bioresearch, and Worldwide Operations. He holds a B.S. in Chemistry (Wake Forest), M.S. in Chemical Engineering (Clemson), MBA (Duke Fuqua), and Ph.D. in Biochemical Engineering (NC State). He resides in Naples, Florida. Importantly, the Board’s Canadian governance disclosure classifies Dr. Powers as not independent due to a prior consulting agreement with the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Executive Vice President | 2012–2016 | Oversaw IDEXX Reference Labs, Telemedicine Services, Rapid Assay POC, Bioresearch, and Worldwide Operations; led global growth and operational excellence |
| IDEXX Laboratories, Inc. | Corporate Vice President | Joined Feb 2009 | Led IDEXX Reference Labs to a global leadership position |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | No current directorships at other reporting issuers |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chair roles: None (Rowe chairs Compensation; Williams chairs Nominating; Whelan chairs Audit) .
- Independence status: Classified as not independent due to prior consulting agreement (Canadian Form 58‑101F1) .
- Attendance and engagement:
- Board meetings: 6/6 (100%) in 2024 .
- Compensation Committee: 3/3 (100%) in 2024 .
- Nominating & Corporate Governance Committee: 3/3 (100%) in 2024 .
- Executive sessions: Board periodically holds independent sessions; all standing committees are composed entirely of independent directors per committee disclosures .
- Note potential inconsistency: Committees are disclosed as “entirely independent,” yet Powers is disclosed as not independent in the Canadian governance appendix; this discrepancy warrants clarification from the Company (RED FLAG) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Outside director policy set at $50,000/year; paid quarterly |
| Committee chair fees | $0 | Only chairs receive $5,000/year; Powers is not a chair |
| Chairman premium | $0 | Only Chairman receives additional $10,000/year; not applicable |
Performance Compensation
- Stock Appreciation Rights (SARs): Cash-settled awards under the 2024 SAR Plan; non-employee director SARs vest 100% on the first anniversary; exercise price ≥ FMV at grant; term ≤ 10 years; payout equals FMV at exercise minus exercise price; fair value determined via Black-Scholes .
| Award Type | 2024 Grant/Payout | Vesting | Settlement | Performance Metric/Basis |
|---|---|---|---|---|
| SARs | $127,988 (value reported) | 100% on first anniversary (directors) | Cash only (no share issuance) | Company stock price appreciation drives payout; no operational KPIs disclosed |
No director options were granted in 2024; director equity awards column shows “–” for options/stock awards (shift toward SARs) .
Other Directorships & Interlocks
| Director | Other Reporting Issuer Boards | Potential Interlocks/Conflicts |
|---|---|---|
| Johnny D. Powers | None | None disclosed |
Expertise & Qualifications
- Domain expertise: Proven track record in product innovation, commercialization, and operations across diagnostics; leadership over global multi-business-unit portfolios at IDEXX .
- Education: BS Chemistry (Wake Forest), MS Chemical Engineering (Clemson), MBA (Duke Fuqua), PhD Biochemical Engineering (NC State) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown | Notes |
|---|---|---|---|---|
| Johnny D. Powers | 4,707,863 | 0.48% | Includes options to purchase 1,782,863 shares (exercisable within 60 days counted for % calc) | No pledging disclosed; Company prohibits hedging under insider trading policy |
Governance Assessment
- Strengths:
- Strong attendance (Board and committees 100%) indicates high engagement .
- Deep diagnostics and veterinary industry expertise aligned to Zomedica’s business, potentially enhancing Compensation and Nominating oversight .
- Anti-hedging policy and clawback policy strengthen alignment and risk controls at the enterprise level .
- Concerns/RED FLAGS:
- Independence discrepancy: Powers is disclosed as not independent in Canadian governance filings due to prior consulting, yet committee rosters are described as fully independent; this inconsistency is material for committee integrity and investor confidence .
- Director compensation structure shifted toward cash-settled SARs in 2024; while SARs link payouts to stock performance, they do not increase direct ownership, potentially weakening “skin‑in‑the‑game” compared to equity grants. Powers’ director pay mix in 2024: $50,000 cash retainer + $127,988 SAR (no options/stock awards) .
- Shareholder say-on-pay sentiment: 2024 say-on-pay received only 46% support (51.3% against), reflecting compensation concerns broadly; while aimed at executives, this is a governance signal that compensation oversight (Compensation Committee, where Powers serves) may face scrutiny .
- Related-party and conflicts:
- No related party transactions above $120,000 disclosed involving directors in 2024–2025, but Powers’ prior consulting relationship is the basis for non-independence classification (terms not disclosed) .
Summary Tables
Committee Assignments and Attendance (2024)
| Committee | Role | Meetings Attended | Attendance % |
|---|---|---|---|
| Board of Directors | Director | 6/6 | 100% |
| Compensation Committee | Member | 3/3 | 100% |
| Nominating & Corporate Governance | Member | 3/3 | 100% |
2024 Director Compensation (Powers)
| Fees Earned (Cash) | Stock Awards | Option Awards | SAR (Cash) | Total |
|---|---|---|---|---|
| $50,000 | $0 | $0 | $127,988 | $177,988 |
Ownership Alignment
| Shares Owned | % Outstanding | Options Included in Beneficial Ownership |
|---|---|---|
| 4,707,863 | 0.48% | 1,782,863 options |
Independence and Roles
| Independence Status | Basis | Committee Memberships |
|---|---|---|
| Not independent | Prior consulting agreement with Company (specifics not disclosed) | Compensation; Nominating & Corporate Governance |
Anti-hedging policy prohibits hedging/monetization strategies (e.g., zero-cost collars, forwards) for directors; no pledging disclosed for Powers . Clawback applies to executive incentive comp; directors’ SARs are cash-settled and not subject to equity recoupment provisions as disclosed .
Actionable Implications for Investors
- Verify independence status and committee composition with the Company; seek disclosure clarifying how a non-independent director is serving on committees represented as fully independent (risk to committee credibility; potential governance downgrade) .
- Assess director pay mix and alignment: SAR-heavy compensation creates stock-price linkage without increasing direct ownership; consider advocating for director equity guidelines or DSUs to enhance ownership alignment .
- Monitor Compensation Committee responsiveness to shareholder feedback given 2024 say-on-pay results; Powers’ role on Compensation heightens relevance for compensation governance risk .