Pam Nichols
About Pam Nichols
Pamela Nichols, DVM (age 62) is an independent director of Zomedica, serving since August 2022. She is a past President of the American Animal Hospital Association with eight years of board service before joining Zomedica, and earned her DVM from Colorado State University in 1996; she is a certified rehabilitation professional (2004) and currently practices equine medicine in Scottsdale, Arizona . The Board affirms her independence under NYSE American and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Animal Hospital Association | Board Member; President | 8 years prior to Aug 2022 | Leadership in veterinary community |
| Multiple veterinary hospitals | Founder/Developer; Operator | Since 1999 | Started, developed, sold multiple successful hospitals |
| Certified Rehabilitation Professional | Certification | Since 2004 | Early rehabilitation credential |
| Equine Medicine Practice (Scottsdale, AZ) | Practitioner | Current | Clinical expertise; sector network |
External Roles
| Category | Company/Institution | Role | Status |
|---|---|---|---|
| Public company directorships | None | — | None disclosed |
| Non-profit/association | American Animal Hospital Association | Past President; Board member | Prior |
Board Governance
- Independence: Independent director under NYSE American and SEC rules .
- Committees:
- Audit Committee: Member; Audit Committee met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Member; Committee met 3 times in 2024 .
- Compensation Committee: Not a member .
- Attendance (2024):
- Board meetings: 4 of 6 (66%) .
- Audit Committee: 3 of 4 (75%) .
- Nominating & Corporate Governance Committee: 1 of 3 (33%) .
- Board leadership: Independent Chair (Jeffrey Rowe); independent-only sessions held periodically; all committees composed entirely of independent directors .
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | 2024 | Paid quarterly; policy effective Dec 9, 2022 |
| Committee chair fee | $0 | 2024 | $5,000 applies to chairs; Nichols not a chair |
| Board chair add’l fee | $0 | 2024 | $10,000 applies to Board chair only |
| Meeting fees | None disclosed | 2024 | Policy lists retainer and chair fees, no meeting fees |
Performance Compensation
| Grant/Plan | Grant Date | Type | Shares/Units | Exercise/Strike | Vesting | Expiration/Term | 2024 Value (USD) |
|---|---|---|---|---|---|---|---|
| Director SAR award | Not disclosed | Cash-settled SAR | N/A | ≥ FMV at grant | Non-employee directors vest 100% at 1-year | Term ≤ 10 years | $138,654 (fair value recognized) |
| Director stock options | Aug 31, 2022 | Stock options | 800,000 | $0.25 | 25% per year starting Aug 31, 2023 | 10 years from grant | N/A |
- SAR Plan features: Settled in cash; exercise price not less than FMV; Black-Scholes used for fair value; post-termination exercise generally 90 days (12 months for death/disability) .
- Performance metrics tied to director compensation: None disclosed .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None | — | — | No reporting issuer directorships disclosed |
Expertise & Qualifications
- Veterinary leadership and operations: AAHA past President; founder/operator of veterinary hospitals since 1999 .
- Clinical credentials: DVM (Colorado State University, 1996); certified rehabilitation professional (2004) .
- Sector experience: Deep network and practice in equine medicine; multilingual; instrument-rated commercial pilot (discipline and risk awareness) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Pamela Nichols | 515,715 | <1% | Includes options to purchase 515,715 shares considered beneficial under SEC rules |
| Context: Zomedica shares outstanding as of record date | 979,949,668 | — | Record date April 21, 2025 |
- Anti-hedging: Company prohibits hedging/monetization transactions for directors; aligns incentives by avoiding downside protection .
- Pledging: No pledging policy disclosed; no pledging reported in proxy .
Governance Assessment
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Strengths
- Independent director with strong domain expertise in veterinary medicine; service on two key governance committees (Audit; Nominating & Corporate Governance) supports board effectiveness .
- Compensation structure for outside directors primarily fixed cash plus SARs (cash-settled, FMV-based), reducing dilution risk versus stock grants .
- No related-party transactions or indebtedness involving directors reported; clean conflicts register and sanctions history .
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Concerns and investor confidence signals
- RED FLAG: Below-standard attendance in 2024 — Board 66%, Audit 75%, Nominating & Corporate Governance 33% (the only director below the 75% threshold), which may indicate engagement risk and committee effectiveness concerns .
- Ownership alignment: Beneficial ownership <1% of outstanding shares; while options exist, low absolute ownership may temper alignment; no director stock ownership guidelines disclosed .
- Board governance maturity: No written Board mandate or chair position descriptions; independent-only sessions are not regularly scheduled, relying instead on periodic independent sessions and committee independence .
- Broader governance context: 2024 say-on-pay support fell to 46% (51.3% against), indicating shareholder dissatisfaction with executive pay; while directed at NEOs, it signals scrutiny of compensation oversight by the Board/Compensation Committee . The Company engaged a third-party consultant and made option adjustments for executives in 2024, but directors did not receive options in 2024 .
-
Overall: Nichols contributes sector expertise and sits on two independent committees, but 2024 attendance is a notable governance red flag. Ownership is modest, and while hedging is prohibited, the absence of explicit ownership guidelines limits alignment signaling. Shareholder dissent on say-on-pay underscores the need for robust committee engagement and investor communication .