Rodney Williams
About Rodney Williams
Rodney Williams, age 64, is an independent director of Zomedica and has served since April 2016, currently chairing the Nominating and Corporate Governance Committee . He holds a bachelor’s degree in marketing and an MBA from the University of Southern California (Marshall School of Business) and resides in Grapevine, Texas . His background spans senior executive roles in Class III medical devices with expertise in product innovation, portfolio management, commercial execution, and M&A . The Board has affirmatively determined he is independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuro Event Labs, Inc. | Chief Executive Officer | Since Aug 1, 2022 | Global provider of NeuroDx services for epilepsy diagnosis/monitoring |
| PaceMate, Inc. | Board Director; later CEO & President | Jan 2017–Nov 2021 | Cardiac remote monitoring services for implantable devices |
| Align Technologies | Corporate Vice President | Prior to PaceMate (dates not disclosed) | Led Invisalign product portfolio, strategy, and global services |
| Multiple global medical device companies (Cardiology, Radiology, Ophthalmology) | Senior Executive | Not disclosed | Product innovation, portfolio management, commercial execution, operational excellence |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Reporting issuer directorships | None | N/A | Zomedica discloses no other public company boards for Williams |
| Private company leadership | Neuro Event Labs, Inc. | CEO | Operational leadership in neurodiagnostics |
| Private company leadership | PaceMate, Inc. | Board Director; CEO & President | Cardiac monitoring services |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair of Nominating & Corporate Governance Committee .
- Independence: Board determined Williams is independent under NYSE American and SEC rules; Zomedica continues to apply NYSE American independence standards despite recent delisting, and all standing committees are composed entirely of independent directors .
- Attendance: Board meetings 6/6 (100%); Audit 4/4 (100%); Compensation 3/3 (100%); Nominating & Corporate Governance 3/3 (100%) .
- Board leadership: Independent Chairman (Jeffrey Rowe) fosters open debate; Board periodically holds independent sessions at the end of meetings; all committees meet independently .
- Executive sessions and policies: Independent sessions occur periodically; no formal policy requiring director attendance at annual shareholder meetings .
| Governance Metric | Value |
|---|---|
| Years of service on Zomedica Board | Since April 2016 |
| Chair roles | Nominating & Corporate Governance Committee (Chair) |
| Independence status | Independent (NYSE American/SEC standards) |
| Board attendance (2024) | 6/6 (100%) |
| Committee attendance (2024) | Audit 4/4 (100%); Compensation 3/3 (100%); Nominating 3/3 (100%) |
Fixed Compensation
- Zomedica non-employee director compensation: $50,000 annual cash retainer; Chairman of the Board receives an additional $10,000; each committee chair receives an additional $5,000; all payable quarterly .
- Williams received $55,000 in cash fees in 2024, reflecting the base retainer plus his committee chair fee .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 50,000 | Cash, payable quarterly |
| Committee chair fee | 5,000 | Additional annual cash for chair role |
| Chairman of Board premium | 10,000 | Not applicable to Williams |
| Williams – Cash fees (2024) | 55,000 | Base retainer + chair fee |
Performance Compensation
- Williams had no stock awards or option awards granted in 2024; he received Stock Appreciation Rights (SAR) compensation expense of $138,654 in 2024 under the 2024 SAR Plan .
- Zomedica SAR Plan (adopted Aug 12, 2024): cash-settled awards; exercise price ≥ FMV on grant date; term ≤10 years; directors’ SARs vest 100% on the first anniversary; post-termination exercise windows as specified; fair value determined via Black-Scholes .
| Element | 2024 Value/Terms |
|---|---|
| Stock Awards (2024) | $0 |
| Option Awards (2024) | $0 |
| SARs (2024) | $138,654 (expense) |
| SAR settlement | Cash only; no share issuance |
| SAR vesting (directors) | 100% at 1-year anniversary |
| SAR exercise price | ≥ Fair market value on grant date |
| SAR term | ≤ 10 years |
Performance metrics tied to director compensation: Not disclosed for director SARs; plan terms emphasize vesting schedules and market-based exercise pricing, not operating or TSR targets .
Other Directorships & Interlocks
| Director | Other Reporting Issuer Board(s) | Notes |
|---|---|---|
| Rodney Williams | None | No public company interlocks disclosed |
Expertise & Qualifications
- Medical device industry leadership: product innovation, portfolio management, commercialization, and M&A across Class III devices in Cardiology, Radiology, Ophthalmology .
- Executive experience: Corporate VP at Align Technologies (Invisalign portfolio/strategy/services) ; CEO roles at PaceMate (cardiac remote monitoring) and Neuro Event Labs (neurodiagnostics) .
- Education: B.S. in Marketing; MBA from USC Marshall .
Equity Ownership
- Total beneficial ownership: 2,034,763 Common Shares; 0.21% of outstanding shares (979,949,668 outstanding at Record Date) .
- Footnote detail: Includes 40,000 shares held via Entrust Group Inc. FBO Rodney James Williams IRA and options to purchase 1,732,863 Common Shares (exercisable within 60 days are counted for beneficial ownership) .
- Anti-hedging: Company policy prohibits directors, officers, employees and related parties from engaging in hedging/monetization transactions (e.g., collars, forwards) .
| Metric | Value |
|---|---|
| Shares beneficially owned | 2,034,763 |
| Ownership % of outstanding | 0.21% |
| IRA shares included | 40,000 |
| Options included (exercisable ≤60 days) | 1,732,863 |
| Shares pledged as collateral | Not disclosed in proxy |
| Anti-hedging policy | In place; hedging prohibited |
Governance Assessment
- Engagement and effectiveness: 100% attendance across Board and all committees in 2024 indicates strong engagement and reliability .
- Independence and governance quality: Independent director; chairs a key governance committee; committees composed entirely of independent directors; independent Board chair; periodic independent sessions support oversight quality .
- Alignment: Beneficial ownership is 0.21%; director equity compensation in 2024 is via cash-settled SARs (no RSUs/options granted in 2024), which may provide less direct equity alignment versus share-based grants .
- Conflicts and related parties: No related-person transactions >$120,000 since Jan 1, 2023; no indebtedness to the Company; Code of Ethics and insider trading/anti-hedging policies are in force; Section 16 filings were timely in 2024 .
- Committee leadership: As Nominating & Corporate Governance Chair, Williams oversees director selection criteria, succession planning review, and committee structure recommendations—roles central to board effectiveness .
RED FLAGS and Watchpoints
- Cash-settled SARs for directors and absence of equity grants in 2024: monitor for alignment implications if share ownership remains modest over time .
- No disclosure of director stock ownership guidelines: absence may limit formal alignment expectations for directors (table of contents does not list ownership guidelines section).
- Zomedica notes recent delisting from NYSE American yet continues to apply NYSE American independence standards: investors may wish to monitor ongoing governance disclosures and market listing context .