Sean Whelan
About Sean Whelan
Sean Whelan, 54, is an independent director of Zomedica and has served as Chairman of the Audit Committee since September 2021. He is a CPA with BBA and Master of Accounting degrees from the University of Michigan Ross School of Business, and currently serves as CFO of Forum Health (private) since June 2024. His background spans CFO and CEO roles in healthcare services, specialty pharmacy, and consumer manufacturing, and he is designated Zomedica’s Audit Committee financial expert. He resides in Plymouth, Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forum Health (private) | Chief Financial Officer | Jun 2024 – present | Senior finance leadership in integrative/functional medicine services |
| Encore Rehabilitation Services | Chief Executive Officer | Aug 2020 – Jul 2023 | Led therapy services and compliance/revenue cycle operations |
| Smile America Partners | Chief Financial Officer | Nov 2019 – Jul 2020 | CFO at in-school dental services provider |
| Bedrock Manufacturing, LLC | Chief Financial Officer | Sep 2018 – Oct 2019 | CFO for consumer goods manufacturer/retailer |
| Encore Rehabilitation Services | Chief Financial Officer | Sep 2017 – Sep 2018 | Finance leadership in therapy services |
| Diplomat, Inc. (NYSE: DPLO) | CFO, Secretary, Treasurer, and Director | Dec 2010 – Dec 2016 | Executive leadership at specialty pharmacy; finance, governance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Spar Group (NASDAQ: SGRP) | Director; Audit Committee Chair (prior) | Not disclosed | Audit Committee Chair |
| Other reporting issuers (current) | None | N/A | N/A |
Board Governance
- Committee assignments and chair roles:
- Audit Committee Chair; members: Whelan (Chair), Rowe, Williams, MacLeod, Nichols. Zomedica has designated Whelan as the Audit Committee financial expert under Item 407 of Regulation S-K .
- Independence status: The Board determined Whelan is independent under NYSE American and SEC rules; Zomedica maintains majority-independent board composition (6 of 8) .
- Attendance and engagement:
- Board meetings: 6 held in 2024; Whelan attended 6/6 (100%) .
- Audit Committee meetings: 4 held in 2024; Whelan attended 4/4 (100%) .
- Audit Committee scope includes oversight of external auditors, financial reporting, internal controls, disclosure controls, related-party transaction review, earnings releases, and risk policies (including cybersecurity oversight) .
- Board leadership and process: Chairman independent (Jeffrey Rowe); independent sessions are held periodically; all committees are fully independent .
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Outside director retainer; paid quarterly |
| Committee chair fee (Audit) | $5,000 | Audit Committee Chair fee; paid quarterly |
| Total cash fees | $55,000 | As reported for Whelan |
Director fee policy: $50,000 per year to each non-employee director; $10,000 additional for Board Chair; $5,000 for each committee chair (effective Dec 9, 2022; commencing in 2023) .
Performance Compensation
| Award Type | Grant Framework | Vesting | Settlement | FY2024 Amount Recognized (USD) |
|---|---|---|---|---|
| Stock Appreciation Rights (SARs) | Zomedica 2024 SAR Plan (adopted Aug 12, 2024) | Non-employee directors: 100% on first anniversary of grant, subject to continuous service | Cash-settled; Black-Scholes valuation; max 10-year term | $138,654 for Whelan |
- No options granted to non-employee directors in FY2024 .
- SAR plan terms: exercise price ≥ FMV on grant date; liability-classified awards remeasured each reporting date; employees vest 25% at 1 year then monthly; directors vest 100% at 1 year .
No performance metrics (e.g., revenue growth, EBITDA, TSR/ESG targets) are disclosed for director awards; SARs are value-aligned but not target-based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Spar Group (NASDAQ: SGRP), Director and Audit Committee Chair |
| Interlocks | None disclosed with competitors/suppliers/customers |
Expertise & Qualifications
- CPA; BBA and Master of Accounting, University of Michigan Ross School of Business .
- Deep finance and operations experience across healthcare services, diagnostics, and specialty pharmacy; prior CFO and CEO roles .
- Designated Audit Committee financial expert; extensive audit, controls, and reporting oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Sean Whelan | 1,178,576 | 0.12% | Includes options to purchase 1,178,576 Common Shares (beneficial ownership count includes exercisable or within 60 days) |
| Shares outstanding (Record Date) | 979,949,668 | — | Company total shares at April 21, 2025 |
No pledging or hedging: Zomedica prohibits hedging/monetization transactions under its insider trading policy . No related-party transactions involving Whelan disclosed .
Governance Assessment
-
Strengths
- Independent Audit Chair with CPA and deep CFO/CEO experience; designated financial expert .
- Perfect attendance (Board and Audit Committee) in 2024; fully independent committee composition .
- Clear anti-hedging policy; Audit Committee pre-approves auditor services; majority-independent board; independent Chair .
-
Concerns and signals
- Say-on-pay votes show investor dissatisfaction: 2024 approval only 46% For; 2025 proposal failed at Annual Meeting (For 56.7M, Against 82.4M, Abstain 32.3M; substantial broker non-votes), indicating pay-for-performance concerns that the Board/Comp Committee must address .
- CFO turnover: April 25, 2025 resignation with 3 months salary and COBRA reimbursement; interim coverage by VP Finance; leadership continuity and finance function resourcing warrant monitoring .
- Material impairments in Q1 2025 (goodwill, intangibles, PP&E) following NYSE American delisting—financial reporting and risk oversight will be central for Audit Committee and Board in upcoming periods .
Say-on-Pay Voting History
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Approval (For %) | 75.3% | 46.0% | Failed (For 56,659,992; Against 82,373,446; Abstain 32,325,502; Broker Non-Vote 208,728,775) |
Director Compensation (FY2024)
| Component | Sean Whelan |
|---|---|
| Fees earned (cash) | $55,000 |
| SARs (cash-settled) | $138,654 |
| Total | $193,654 |
Attendance (2024)
| Meeting Type | Attendance | % |
|---|---|---|
| Board | 6/6 | 100% |
| Audit Committee | 4/4 | 100% |
Related Party/Conflicts
| Item | Disclosure |
|---|---|
| Related-party transactions | None >$120,000 since Jan 1, 2023; Audit Committee reviews RPTs |
| Indebtedness to Company | None |
| Penalties/sanctions/bankruptcies | None disclosed for directors, including Whelan |
RED FLAGS: Two consecutive weak say-on-pay outcomes (2024 and failed 2025) signal investor dissatisfaction with compensation practices; CFO departure near quarter-end adds oversight focus for the Audit Committee; substantial Q1 2025 impairments post-delisting underscore heightened risk oversight needs .