Alejandro Bernal
PHIBRO ANIMAL HEALTHAbout Alejandro Bernal
Independent director since February 2023; member of the Compensation Committee. Age 52. Current CEO of Wedgewood Pharmacy (since July 2024); prior CEO of PetDx (Jan 2023–Apr 2024); previously President, Mars Veterinary Health International & Global Diagnostics (2018–2022); earlier 17 years at Zoetis/Pfizer Animal Health with 10 years on the executive team. Education: DVM (Universidad de Caldas), M.S. Physiology (Texas A&M), MBA (Universidad de los Andes & Manchester Business School). Board has determined he is an independent director under Nasdaq rules. During FY2025, the Board met 6 times and each director attended at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedgewood Pharmacy | Chief Executive Officer | Jul 2024 – Present | Leads largest US veterinary compounding pharmacy; CEO role indicates deep operator experience in companion-animal health. |
| PetDx | Chief Executive Officer | Jan 2023 – Apr 2024 | Led NGS liquid biopsy diagnostics for pets; early cancer detection focus. |
| Mars Veterinary Health Intl. & Global Diagnostics | President | Mar 2018 – Dec 2022 | Built/operated >600 veterinary hospitals ex-North America; oversaw Antech with >70 US reference labs. |
| Zoetis (formerly Pfizer Animal Health) | Executive roles (Area President LATAM; EAME; Corporate Development) | 17 years total; 10 years on executive team | Global P&L leadership across regions; corporate development expertise. |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Operating | Wedgewood Pharmacy | CEO | Private company; based in Swedesboro, NJ. |
| Operating (prior) | PetDx | CEO | Private diagnostics; San Diego, CA. |
| Operating (prior) | Mars Veterinary Health International & Global Diagnostics | President | Global operator; diagnostics network scale. |
| Operating (prior) | Zoetis/Pfizer Animal Health | Executive | Long-tenured executive track record. |
| Public company boards | — | — | No public company directorships disclosed in PAHC proxy. |
Board Governance
- Committee assignments: Compensation Committee member; committee chaired by Sam Gejdenson (members: Gejdenson, Bernal, Wrenn). All members deemed independent under Nasdaq rules. Compensation Committee held 2 meetings in FY2025; each member attended at least 75%.
- Independence: Board affirmed Bernal is independent. PAHC is a Nasdaq “controlled company” (BFI majority voting control), exempt from certain requirements; no Nominating/Governance Committee; Audit Committee remains fully independent.
- Board leadership and meetings: Combined Chair/CEO role (Jack Bendheim); no lead independent director; independent directors hold executive sessions. Board met 6 times in FY2025; each director attended ≥75% of Board and committee meetings. Audit Committee met 4 times.
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non‑employee director annual cash compensation. |
| Committee membership fee (Compensation) | $10,000 | $10k per committee membership. |
| Total cash (FY2025) | $50,000 | Reported for Bernal. |
| Equity or meeting fees | — | No director equity grants or meeting fees disclosed for FY2025. |
| Change effective Aug 26, 2025 | $60,000 | Board increased annual cash retainer for non‑employee directors to $60k prospectively. |
Performance Compensation (Company programs overseen by Compensation Committee)
| Metric | Weight | Rationale | FY2025 Payout Range |
|---|---|---|---|
| Sales | 15% | Top‑line performance; key investor metric. | 50%–150% of target |
| Adjusted EBITDA | 75% | Core operating performance metric for investors. | 50%–150% of target |
| Free Cash Flow (working capital focus) | 10% | Cash discipline via inventory/AR efficiency. | 50%–150% of target |
| FY2025 Company MIP outcome (NEOs) | — | Annual cash incentive awards earned at ~137.3% of target; discretionary bonuses paid for Zoetis MFA acquisition contributions. | 137.3% |
Context: As a Compensation Committee member, Bernal helps set/oversee these metrics and outcomes for executives.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Bernal.
- Compensation Committee interlocks: Company reports no relationships requiring disclosure; no executive officer served on another entity’s board/compensation committee with a PAHC officer serving reciprocally.
Expertise & Qualifications
- Veterinary and operating expertise: DVM; executive leadership across pharma, diagnostics, and care delivery (Zoetis, Mars/Antech, PetDx, Wedgewood).
- Business development and international P&L: Regional Area President roles (LATAM; EAME) and Corporate Development at Zoetis.
- Academic credentials: DVM (Universidad de Caldas); M.S. Physiology (Texas A&M); MBA (Universidad de los Andes & Manchester Business School).
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Equity | % Total Voting Power | Notes |
|---|---|---|---|---|---|
| Alejandro Bernal | 0 | 0 | 0% | 0% | Not listed with any beneficial ownership as of Sept 8, 2025. |
- Insider trading policy: Directors (Senior Personnel) require pre‑clearance for any equity transaction; prohibited from transacting in Company derivative securities.
- Pledging/hedging: Derivative transactions prohibited; no pledging policy disclosure noted in proxy.
Governance Assessment
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Positive signals
- Independent Compensation Committee member with deep animal‑health operating and diagnostics experience; strengthens pay design oversight tied to Sales/Adjusted EBITDA/FCF.
- Board/committee attendance ≥75% indicates baseline engagement; Board held 6 meetings; Comp Committee met twice in FY2025.
- Company maintains clawback policy compliant with SEC/Nasdaq; applies to incentive‑based compensation of officers and senior executives.
- Prior say‑on‑pay support strong (~99% approval in 2022), indicating investor alignment with compensation framework.
-
Risk indicators and potential red flags
- Controlled company (BFI ~90.9% voting power); no Nominating/Governance Committee; no lead independent director—limits minority shareholder influence and formal director nomination oversight.
- Family‑related related‑party exposure: $2.2 million in aggregate compensation/benefits to CEO family members and relatives (not involving Bernal), highlighting governance sensitivity; Audit Committee reviews related‑party transactions.
- Director pay is cash‑only; Bernal disclosed no share ownership—potentially weaker direct alignment through equity at the board level absent ownership guidelines disclosure.
- External operating role overlap (veterinary sector) could present future conflicts if business dealings arise; proxy discloses no related‑party transactions involving Bernal; Audit Committee oversees such matters.
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Additional context
- Compensation Committee reviews director compensation annually; increased non‑employee director retainer to $60k effective Aug 26, 2025.
- Say‑on‑frequency: Board recommends triennial votes; vote held in 2025.