Robert Cohen
About Robert Cohen
Robert Cohen, age 67, has served as an independent director of Zomedica since August 2020; he previously served as Interim CEO starting June 2020, CEO from January 1, 2021 through his retirement on November 1, 2021, and resides in Eden Prairie, Minnesota . He holds a B.A. from Bates College and a J.D. from the University of Maine School of Law, and was selected for the Board due to extensive leadership experience in medical device and biotechnology companies, including his service as Zomedica’s CEO . The Board has determined Cohen is independent under NYSE American and SEC rules; however, in recognition of certain institutional shareholder policies regarding former CEOs, the Board elected not to place him on any Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zomedica Corp. | CEO (after Interim CEO) | Interim CEO: Jun 2020–Dec 2020; CEO: Jan 1, 2021–Nov 1, 2021 | Led transition; subsequently retired; Board retained him as independent director |
| EmboMedics, Inc. | President & CEO | Apr 2017–May 2019 | Early-stage medical device leadership |
| Miromatrix Medical Inc. | Founder, President & CEO | Nov 2009–Feb 2017 | Early-stage biotech leadership |
| Travanti Pharma Inc. | President & CEO | Not disclosed | Senior executive leadership |
| Advanced Circulatory Systems Inc. | President & CEO | Not disclosed | Senior executive leadership |
| GCI Medical | President & CEO | Not disclosed | Senior executive leadership |
| St. Jude Medical, Inc.; Sulzermedica; Pfizer Inc. | Senior management positions | Not disclosed | Large-cap medtech/pharma operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | Proxy discloses no current reporting-issuer directorships for Cohen |
| Private/non-profit/academic | Not disclosed | N/A | No additional external roles disclosed in proxy |
Board Governance
- Independence: The Board determined Cohen is independent under NYSE American and SEC rules, but chose not to assign him to any committees due to certain institutional shareholders’ policies against former CEOs in such roles .
- Committee memberships: None; Cohen is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Board meeting attendance (2024): 5 of 6 meetings (83%) .
- Years of service: Director since August 2020 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee directors receive $50,000/year, payable quarterly |
| Chair/Committee chair fees | $0 | Cohen is not Chairman; committee chair fees are $5,000 annually, Chairman receives $10,000, but Cohen holds neither role |
| Meeting fees | Not disclosed | No meeting fees disclosed in proxy |
| Total cash fees | $50,000 | As reported in director compensation table |
Policy reference:
- Outside director compensation set at $50,000/year; Chairman +$10,000; each committee chair +$5,000, all payable quarterly .
Performance Compensation
| Award Type | Grant/Payout Detail | 2024 Value (USD) | Vesting/Key Terms |
|---|---|---|---|
| Stock Options (director grants) | None granted to non-employee directors in 2024 | $0 | N/A |
| Stock Appreciation Rights (SARs) | SAR compensation recognized in 2024 | $127,988 | SAR Plan adopted Aug 12, 2024; non-employee director SARs vest 100% on first anniversary; exercise price ≥ FMV at grant; cash-settled; term ≤ 10 years |
| Equity awards (other) | Not applicable | — | SARs are cash-settled; no share issuance on settlement |
Notes:
- SAR Plan allows awards up to 10% of outstanding shares (non-diluted), but SARs settle solely in cash and do not issue shares; director SARs vest 100% after one year, with post-termination exercise windows generally up to 90 days (12 months for death/disability), not beyond expiration .
- Specific SAR grant date, number of SARs, and strike price for Cohen are not disclosed in the proxy; only the 2024 SAR compensation value is reported .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Relationships |
|---|---|---|---|
| None | — | — | Proxy discloses no other reporting-issuer boards for Cohen; no interlocks disclosed |
Expertise & Qualifications
- Education: B.A., Bates College; J.D., University of Maine School of Law .
- Industry experience: Former CEO roles across medical device and biotechnology companies; senior management at St. Jude Medical, Sulzermedica, Pfizer .
- Zomedica-specific: Interim CEO, then CEO; Board cites his extensive device/biotech leadership and prior CEO service as reasons for Board selection .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Robert Cohen | 10,995,363 | 1.12% | Footnote: includes options to purchase 10,995,363 Common Shares; percentage based on 979,949,668 shares outstanding as of Apr 21, 2025 |
Additional alignment policies:
- Anti-hedging: Company prohibits hedging and monetization transactions (e.g., zero-cost collars, forward sale contracts) for directors, officers, employees, and related parties .
- Clawback: Company has a Clawback Policy for incentive compensation in the event of a restatement due to material noncompliance with financial reporting requirements .
No disclosures in the proxy regarding pledging of shares, stock ownership guidelines for directors, or compliance status with any ownership guidelines .
Governance Assessment
- Independence and committee roles: Cohen is independent; the Board proactively excluded him from committee assignments due to certain institutional investors’ policies regarding former CEOs serving on committees—this mitigates perceived conflicts while retaining his operating expertise on the Board .
- Attendance/engagement: Cohen attended 83% of Board meetings in 2024 (5/6), above the proxy’s benchmark that directors should attend at least 75% across Board and committee meetings, although he holds no committee roles .
- Compensation structure and incentives: Cohen’s pay is modest cash ($50,000) with additional at-risk SAR value ($127,988), aligning director compensation to stock price performance while avoiding share issuance and dilution via the cash-settled SAR Plan .
- Shareholder signals: Say-on-pay results fell materially in 2024 (46% for; 51.3% against; 2.6% abstain), indicating investor dissatisfaction with executive compensation; the Compensation Committee engaged Compensia to benchmark pay and adjusted equity awards/practices, which is a governance response to investor feedback .
- Conflicts/related parties: Proxy reports no related-party transactions >$120,000 involving directors since Jan 1, 2023; no indebtedness of directors; and timely Section 16 filings in 2024, reducing conflict-of-interest and compliance risk .
- Legal/red flags: No penalties/sanctions or bankruptcies disclosed for any director in the past ten years—low regulatory/legal risk indicators .
Overall, Cohen’s profile reflects seasoned industry leadership with independent status, moderated influence via non-committee placement, acceptable Board attendance, and compensation that combines modest cash with stock-linked SARs; governance watchpoints for investors are enterprise-level say-on-pay headwinds and ensuring director equity alignment details (e.g., vesting/strike specifics) are fully transparent in future disclosures .