Dov Perlysky
About Dov Perlysky
Dov Perlysky (age 62) is an independent Class II director of Pharma-Bio Serv, Inc. (PBSV) since 2004 and chairs the Mergers & Acquisitions Committee; he previously served as PBSV’s President from 2004 to 2006 . He is Managing Member of private investment firm Nesher, LLC (since 2000) and previously a VP in Laidlaw Global Securities’ private client group (1998–2002) . He holds a B.S. in Mathematics & Computer Science from the University of Illinois (1985) and a Masters in Management from Northwestern University’s Kellogg School (1991) . The Board has affirmatively determined he is independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharma-Bio Serv, Inc. | President | 2004–2006 | Provided in-depth company and industry knowledge; later continued service as director |
| Laidlaw Global Securities | Vice President, Private Client Group | 1998–2002 | Brokerage leadership experience |
| Nesher, LLC | Managing Member | 2000–present | Private investment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enzo Biochem, Inc. (NYSE) | Director | Until Jan 2022 | Former public company directorship |
| Highlands Bancorp, Inc. | Director | Until sale to Lakeland Bank in 2019 | Community bank director through sale |
| Engex, Inc. | Director | Until dissolution in 2018 | Closed-end investment company |
Board Governance
- Committee assignments: Chair, Mergers & Acquisitions Committee; Member, Nominating & Corporate Governance Committee .
- Not on Audit or Compensation Committees; Audit: Spindel (Chair), Michel, Wiesen; Compensation: Michel (Chair), Spindel, Wiesen .
- Independence: Board determined Perlysky (and all current directors) are independent under Nasdaq Rule 5605 .
- Attendance/engagement: Board met 8 times in FY2024 plus 1 written consent; all directors attended all Board and committee meetings and the 2024 annual meeting . Audit Committee met 4 times (plus 1 consent) ; Compensation Committee met 0 times (1 consent) ; Nominating met 0 times (1 consent) .
- Board structure: Classified board (three classes); current class assignments list Perlysky as Class II (term expires 2027) . No Lead Independent Director designated; executive sessions presided by appropriate committee chair .
Fixed Compensation
| Component | FY2024 Amount (USD) | Policy/Notes |
|---|---|---|
| Annual cash retainer | $50,000 | $12,500 quarterly retainer for independent directors |
| Meeting fees | — | Not disclosed (no per-meeting fees indicated) |
Performance Compensation
| Grant Date | Instrument | Shares/Options | Exercise Price | Term | Vesting Schedule | Source |
|---|---|---|---|---|---|---|
| Jan 10, 2025 | Stock Option (Award) | 20,000 | $0.49 | 5 years | 50% at 6 months; remaining 50% at 18 months | |
| Jan 10, 2024 | Stock Option (Award) | 20,000 | $0.85 | 5 years | 50% at 6 months; remaining 50% at 18 months | |
| Jan 10, 2023 | Stock Option (Award) | 20,000 | $0.79 | 5 years | 50% at 6 months; remaining 50% at 18 months | |
| Jan 10, 2022 | Stock Option (Award) | 20,000 | $0.97 | 5 years | 50% at 6 months; remaining 50% at 18 months | |
| Jan 10, 2021 | Stock Option (Award) | 20,000 | $1.40 | 5 years | 50% at 6 months; remaining 50% at 18 months |
| FY2024 Option Grant Fair Value (USD) | Notes |
|---|---|
| $10,460 | Grant-date fair value under ASC 718 for 20,000-option annual grant; option plan terms outlined in policy |
Additional terms: Upon first election, each independent director received an option to purchase 25,000 shares; annual automatic grant of 20,000 options on January 10; options have five-year term and are granted at fair market value on grant date .
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Interlock |
|---|---|---|---|
| Enzo Biochem, Inc. | Director | Past (to Jan 2022) | None disclosed with PBSV customers/suppliers |
| Highlands Bancorp, Inc. | Director | Past (to 2019 sale) | None disclosed |
| Engex, Inc. | Director | Past (to 2018 dissolution) | None disclosed |
Expertise & Qualifications
- Education: B.S. Mathematics & Computer Science (University of Illinois, 1985); Masters in Management (Kellogg/Northwestern, 1991) .
- Industry/functional experience: Investment management (Nesher, LLC) and brokerage (Laidlaw Global Securities) .
- Company-specific knowledge: Former PBSV President (2004–2006), noted for in-depth understanding of PBSV and pharmaceutical industry .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Directly owned | 54,203 | Registered to Perlysky |
| Krovim, LLC | 1,164,554 | Beneficially owned via entity |
| LDP Family Partnership | 772,791 | Beneficially owned via entity |
| Options exercisable within 60 days | 70,000 | Included in beneficial ownership |
| Total beneficial ownership | 2,061,548 | 9.0% of outstanding shares (22,929,742) as of April 9, 2025 |
No disclosures on pledging or hedging of Company stock for Perlysky were provided in the proxy .
Insider Trades (Form 4s)
| Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Filing URL |
|---|---|---|---|---|---|---|
| 2025-01-10 | Award (A) | Stock Option | 20,000 | $0.49 | 20,000 options | |
| 2024-01-10 | Award (A) | Stock Option | 20,000 | $0.85 | 20,000 options | |
| 2023-03-24 | Exercise (M, exempt) | Common Stock from options | 20,000 | $0.76 | 67,194 shares | |
| 2023-03-24 | Exercise (M, exempt) | Common Stock from options | 20,000 | $1.00 | 64,288 shares | |
| 2023-03-24 | Tax withholding (F) | Common Stock | 12,991 | $1.17 | 54,203 shares | |
| 2023-03-24 | Tax withholding (F) | Common Stock | 17,094 | $1.17 | 47,194 shares | |
| 2023-03-24 | Option disposition (M) | Stock Option | 20,000 | $1.00 | 0 options (disposition) | |
| 2023-03-24 | Option disposition (M) | Stock Option | 20,000 | $0.76 | 0 options (disposition) | |
| 2023-01-10 | Award (A) | Stock Option | 20,000 | $0.00 | 20,000 options |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: Say-on-Pay received 8,979,762 For, 65,851 Against, 579,435 Abstain; 3,264,532 broker non-votes .
- Frequency vote: 3 years received 6,645,421 votes (Company will continue triennial advisory votes) .
- Auditor ratification received 12,887,897 For, 1,701 Against, 0 Abstain .
Compensation Committee Analysis
- Membership: Kirk Michel (Chair), Howard Spindel, Irving Wiesen; all independent under Nasdaq rules .
- Consultant usage: No compensation consultant retained for FY2024 .
- Activity level: 0 meetings with 1 written consent in FY2024 .
- Scope: Approves executive and director compensation; administers equity plans .
Related-Party Transactions (Conflict Risk)
- AI Agreement (Aug 19, 2024): PBSV paid $250,000 for development of an AI-based Lead Generation Technology Platform, acquired a 2.44% membership interest, and received a two-year option to increase to 16.67% for $1,750,000; the counterparty is an entity in which Dov Perlysky and his brother-in-law (Alan Stahler) indirectly hold a minority interest and are indirect managers (potential conflict) .
- Headquarters lease: PBSV leases office facilities from an affiliate of a >5% stockholder and past Chair (terms: $14,561/month through renewal term starting Jan 1, 2021, plus utilities/taxes/insurance/common area expenses) .
Equity Compensation Plan
- 2014 Long-Term Incentive Plan: 393,350 options outstanding at $0.9887 weighted-average exercise price; 1,110,000 shares available; plan extended to March 31, 2034 by stockholder vote on May 2, 2024 .
Governance Assessment
- Alignment signals: Perlysky’s substantial beneficial ownership (2,061,548 shares; 9.0%) suggests meaningful alignment with shareholders . Annual director option grants with market-price strike and time-based vesting provide at-risk equity exposure .
- Board effectiveness: Strong attendance across Board and committees; active Audit oversight (4 meetings) and classified board continuity may support stability, though triennial say-on-pay may reduce near-term feedback cycles .
- Compensation oversight: Compensation Committee independence is positive, but limited meeting frequency (0 meetings, 1 consent in FY2024) could be a governance weakness if persistent .
- Independence and conflicts: Board affirms independence; however, the AI Agreement involving entities managed by Perlysky and a family member is a potential conflict that warrants scrutiny and robust recusal/controls. This is a governance RED FLAG until mitigants are disclosed (e.g., independent review, recusal, arm’s-length terms) .
- Structural considerations: No Lead Independent Director; executive sessions led by relevant committee chairs—adequate for a small, fully independent board, but investors may prefer a designated lead for enhanced independence signaling .
- Shareholder sentiment: 2025 say-on-pay support appears strong in absolute vote counts; frequency vote reaffirmed three-year cadence .
RED FLAGS
- Related-party AI Agreement involving Perlysky and his brother-in-law; ownership and option rights in the counterparty create potential conflicts (monitor process controls/recusals and financial outcomes) .
- Compensation Committee held no formal meetings in FY2024 (reliance on written consent) .