Joshua Bershad
About Joshua Bershad
Independent director since 2020; age 51; Audit and Compensation Committee member. Executive Vice President, Physician Services at RWJBarnabas Health and Chief Medical Officer of Rutgers Athletics; prior senior executive roles at Robert Wood Johnson University Hospital & Health System. Education: MD and MBA (Rutgers) and BS in Biology/Geology (SUNY Binghamton). Beneficial ownership: 58,757 MSEX shares as of March 25, 2025; each individual director owns less than 1% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Wood Johnson University Hospital & Health System | Senior Vice President/Chief Medical Officer; Chair, Medical Executive Committee | ≈10 years | Organizer and initial President, RWJ Physician Enterprise (multispecialty physician group) |
| Rutgers University (RWJ Medical School; Ernest Mario School of Pharmacy; Business School EMBA) | Clinical Assistant Professor; Adjunct Clinical Professor; Visiting Lecturer | Not disclosed | Teaching and leadership across medicine, pharmacy, and business |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| RWJBarnabas Health | Executive Vice President, Physician Services | Healthcare system | Current role |
| Rutgers Athletics | Chief Medical Officer | University athletics | Current role |
| Middlesex County Medical Society | Director | Non-profit | Board member |
| Robert Wood Johnson Visiting Nurses | Chairman, Board of Directors | Non-profit | Leadership role |
| VNA Health Group | Trustee | Non-profit | Governance oversight |
Board Governance
- Independence: Board-determined independent under Nasdaq standards; all directors except CEO and Chairman were independent in 2024 .
- Committee assignments (2024): Audit; Compensation. Audit Committee held 3 meetings; Compensation Committee held 2 meetings .
- Attendance: Board held 7 meetings; committees held 14; minimum 99% director attendance; all directors attended the May 2024 annual meeting .
- Engagement: Designated as one of two proxy holders for the May 20, 2025 annual meeting, signaling active involvement in shareholder processes .
| Committee | Member | Meetings Held (2024) | Independence |
|---|---|---|---|
| Audit | Yes | 3 | All members independent |
| Compensation | Yes | 2 | All members independent; no interlocks or insider participation in 2024 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Common Stock ($) | Total Compensation ($) |
|---|---|---|---|
| 2024 | 33,000 | 45,000 | 78,000 |
| Program Element | Detail |
|---|---|
| Annual retainer (outside directors) | $75,000 total: $30,000 cash contingent on attendance + $45,000 common stock |
| Committee chair fees | Audit Chair $7,500; Compensation Chair $5,000; other chairs $2,500 (not applicable to Bershad) |
| Committee meeting fees | $750 per committee meeting attended (cash) |
Performance Compensation
| Item | Quantitative Details |
|---|---|
| Equity compensation (director) | $45,000 annual grant of company common stock (not options or RSUs; no options program for company) |
| Performance linkage | No director-specific performance metrics disclosed; director equity intended for alignment rather than variable pay |
| Ownership guideline | Directors must hold company stock ≥3× annual retainer by 5th anniversary; all outside directors met the requirement for 2024 |
| Hedging/pledging | Company prohibits hedging and borrowing against company stock |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed |
| Compensation Committee interlocks | — | — | No interlocks; no member was an officer/employee in 2024 |
Expertise & Qualifications
- Physician executive with MD/MBA and broad health system operations, governance, and academic teaching experience .
- Service on multiple health-related boards; leadership of physician enterprise; governance exposure complements MSEX’s human capital and risk oversight needs .
Equity Ownership
| As of | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline Compliance | Hedging/Pledging |
|---|---|---|---|---|
| March 25, 2025 | 58,757 | <1% (each individual director) | Met (all outside directors for 2024) | Prohibited; no pledging disclosed |
Governance Assessment
- Strengths: Independent director; dual committee membership (Audit, Compensation); board-wide attendance at 99%; stock ownership requirements met; prohibitions on hedging/borrowing; no related-party transactions disclosed in 2024; no compensation committee interlocks .
- Risk considerations: Company reported material weaknesses in internal controls as of December 31, 2023 (IT general controls and income tax accounting for a non-routine transaction), remediated in Q3 2024—ongoing audit rigor remains important; as Audit Committee member, Bershad’s oversight is directly implicated .
- Alignment signals: Mix of cash ($33,000) and equity ($45,000) compensation; director equity grants and 3× retainer ownership guideline enhance “skin in the game”; prohibited hedging/borrowing supports alignment .
- Conflicts: Extensive healthcare affiliations (RWJBarnabas, Rutgers) present potential for perceived interlocks only if business dealings existed; company discloses no related-party transactions in 2024, and independence confirmed by Nasdaq standards .
Overall: Bershad appears to be an engaged, independent director with meaningful board and committee participation and appropriate ownership alignment. The prior internal control weaknesses (now remediated) elevate the importance of ongoing audit oversight; no director-specific red flags (attendance, related-party, hedging/pledging) are disclosed .