Howard Spindel
About Howard Spindel
Howard Spindel (age 79) has served as an independent director of Pharma-Bio Serv, Inc. since 2006 and is the Class III director up for re-election to a term ending at the 2028 annual meeting. He founded Integrated Management Solutions in 1985 and has served as a consultant and registered securities industry principal (financial and operations principal, general securities principal, registered representative, and options principal) across several broker-dealers; he is a Certified Public Accountant with a B.S. in Accounting from Hunter College and is a member of the AICPA and NYSSCPA. The board has determined he is independent under Nasdaq Rule 5605, and he is designated as the Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engex, Inc. | Director | Until dissolution in 2018 | Board service at a closed-end investment company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Management Solutions | Founder; Consultant (securities industry) | Since 1985 | Served as financial and operations principal, general securities principal, registered representative, and options principal for several broker-dealers |
Board Governance
- Board structure: Classified board; Spindel is Class III; re-nominated to a term through the 2028 annual meeting. The board has four directors; all are independent under Nasdaq Rule 5605. Chairman (Kirk Michel) and CEO roles are separated; there is no designated lead independent director, and executive sessions are presided over by the relevant committee chair.
- Attendance: In FY2024 the board held 8 meetings and took 1 action by written consent; all directors attended all board and committee meetings and attended the 2024 annual meeting.
- Committee assignments (FY2024):
- Audit Committee: Chair (Spindel); members: Spindel, Kirk Michel, Irving Wiesen; 4 meetings and 1 written consent; Spindel is the SEC-defined “audit committee financial expert.”
- Compensation Committee: Members: Kirk Michel (Chair), Spindel, Wiesen; 0 meetings and 1 written consent in FY2024; no outside compensation consultant retained.
- Nominating & Corporate Governance Committee: Members: Irving Wiesen (Chair), Dov Perlysky, Spindel; 0 meetings and 1 written consent in FY2024.
Fixed Compensation
| Component | FY2024 Amount/Terms |
|---|---|
| Cash retainer | $12,500 per quarter; $50,000 total paid in FY2024 |
| Committee/Chair fees | Not disclosed (no separate fees disclosed) |
| Meeting fees | Not disclosed |
Performance Compensation
| Instrument | Grant Date | Shares | Exercise/Strike | Term | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock option (annual director grant) | Jan 10, 2024 | 20,000 | $0.85 | 5 years | 50% at 6 months; remaining 50% at 18 months | $10,460 |
| Stock option (annual director grant) | Jan 10, 2023 | 20,000 | $0.79 | 5 years | 50% at 6 months; remaining 50% at 18 months | Included in 2023 director option awards policy |
| Stock option (annual director grant) | Jan 10, 2022 | 20,000 | $0.97 | 5 years | 50% at 6 months; remaining 50% at 18 months | Policy-based annual grant |
| Stock option (annual director grant) | Jan 10, 2021 | 20,000 | $1.40 | 5 years | 50% at 6 months; remaining 50% at 18 months | Policy-based annual grant |
| Stock option (Spindel only) | Jan 10, 2020 | 20,000 | $0.76 | 5 years | 50% at 6 months; remaining 50% at 18 months | Policy-based annual grant |
- Annual director equity policy: automatic grant of 20,000 options on January 10 each year; options are 5-year term, exercise price at grant-date fair market value; vest 50% at 6 months and 50% at 18 months; initial 25,000 options upon first election to the board. No performance metrics are attached to director equity awards.
Other Directorships & Interlocks
| Company | Role | Timing | Notes on Interlocks/Conflicts |
|---|---|---|---|
| Engex, Inc. | Director | Until 2018 | No current public company directorships disclosed |
Expertise & Qualifications
- CPA with deep accounting and finance background; designated Audit Committee financial expert by the board.
- Founder and long-time consultant in the securities industry with principal-level registrations across broker-dealer functions, indicating strong regulatory and operational expertise.
- Academic credential: B.S. (Accounting), Hunter College; memberships in AICPA and NYSSCPA.
Equity Ownership
| Holder | Direct/Trust Shares | Options Exercisable (within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Howard Spindel | 42,504 (held in a trust established by his deceased spouse for his benefit) | 70,000 | 112,504 | <1% |
- Notes: The trust shares are intended by Mr. Spindel to be distributed to his adult children, as disclosed. No pledging or hedging arrangements were disclosed in the proxy.
Governance Assessment
Key positives
- Independence and financial rigor: Long-serving independent director, Audit Committee Chair, and SEC-defined financial expert; 100% attendance at all board and committee meetings in FY2024. This supports confidence in financial oversight and audit quality.
- Clear committee responsibilities: Chairs the Audit Committee with an explicit mandate over financial reporting, auditor independence, and internal controls, with an established charter.
- Board structure separates Chair and CEO roles, which enhances oversight of management.
Watch-fors and potential red flags
- Classified board and long tenure: Staggered board and nearly two decades of service may reduce perceived independence over time for some investors, though independence is formally affirmed.
- Limited committee meeting cadence: Compensation and Nominating/Governance committees held zero meetings in FY2024 (actions by written consent), which can signal lighter formal engagement on pay and governance processes.
- Related-party exposure at the company level: Headquarters lease with an affiliate of a past chair and >5% holder; and a 2024 AI-related transaction where a current director (Dov Perlysky) and his brother-in-law have an indirect interest. As Audit Chair, Spindel’s oversight of related-party risk is an area to monitor closely.
- No lead independent director: Executive sessions are chaired by the relevant committee chair rather than a designated lead; some investors prefer a single point of independent leadership.
Director compensation and alignment
- Mix remains modest with cash retainers and annual options; no meeting or chair fees disclosed. Annual options align director economics with shareholder outcomes but are not performance-conditioned; grant terms are short (5-year) with relatively rapid vesting.
- Ownership: Beneficial ownership is <1% (112,504 shares including 70,000 exercisable options); there are no disclosed director ownership guidelines; no pledging disclosed.
Committee process notes
- Compensation Committee did not employ a compensation consultant in FY2024 and asserts no material compensation-related risk; Spindel is a member but not Chair.
Executive/Shareholder interaction signals
- Say-on-pay is presented to shareholders in 2025; board recommends advisory frequency of every three years; prior outcomes not disclosed here.
Overall implication
- Spindel’s accounting depth and audit leadership are governance positives; however, the board’s classified structure, long tenure, lack of a lead independent director, and low formal meeting cadence in key governance committees are likely to draw enhanced investor scrutiny. Oversight of related-party arrangements should remain a focal point for audit committee processes.