Irving Wiesen
About Irving Wiesen
Irving Wiesen (age 70) is a Class I director of Pharma-Bio Serv, Inc. (PBSV), serving since 2006. He is an attorney specializing in FDA food and drug law for pharmaceutical and medical device industries, with prior roles as division counsel at Boehringer Ingelheim Pharmaceuticals, partner at Bass & Ullman, and over the past decade serving as of counsel to Ullman, Shapiro & Ullman, LLP and Cohen, Tauber, Spievack & Wagner. He holds a J.D. from NYU School of Law, an M.A. in English Literature from Columbia University, and a B.A., cum laude, from Yeshiva University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boehringer Ingelheim Pharmaceuticals, Inc. | Division Counsel | Not disclosed | Pharmaceutical regulatory counsel experience |
| Bass & Ullman (NY food and drug law firm) | Partner | Not disclosed | FDA regulatory practice leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ullman, Shapiro & Ullman, LLP (NY) | Of Counsel | More than past 10 years | FDA regulatory expertise |
| Cohen, Tauber, Spievack & Wagner (NY) | Of Counsel | More than past 10 years | Corporate practice/compliance, litigation, transactions |
Board Governance
- Board classification and tenure: Class I director; term expires at the 2026 Annual Meeting; director since 2006 .
- Committee memberships: Audit Committee; Compensation Committee; Mergers & Acquisitions Committee; Nominating & Corporate Governance Committee .
- Committee chair roles: Chair, Nominating & Corporate Governance Committee (members: Wiesen, Perlysky, Spindel). Note: No written charter adopted for this committee at present .
- Independence: Board determined Wiesen (and all current directors) are independent under Nasdaq Rule 5605 .
- Attendance: Board met 8 times in fiscal 2024; all directors attended all Board and committee meetings and attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 4 times and took 1 action by written consent ; Compensation Committee met 0 times and took 1 action by written consent ; Nominating & Corporate Governance Committee met 0 times and took 1 action by written consent .
- Board leadership: Separate Chair (Kirk Michel) and CEO (Victor Sanchez); no Lead Independent Director; executive sessions presided by appropriate committee chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $12,500 per quarter | Compensation policy effective Jan 1, 2014; amended Mar 16, 2022 |
| Annual cash fees (FY2024) | $50,000 | Paid to each director in FY2024 |
| Committee membership/Chair cash fees | None disclosed | No incremental cash committee or chair fees disclosed |
| Meeting fees | None disclosed | Not disclosed in proxy |
Performance Compensation
| Grant Date | Type | Shares | Grant Date FV (FY2024 annual grant) | Strike | Term | Vesting |
|---|---|---|---|---|---|---|
| Jan 10, 2021 | Stock Option | 20,000 | — | $1.40 | 5 years | 50% at 6 months; remaining 50% at 18 months |
| Jan 10, 2022 | Stock Option | 20,000 | — | $0.97 | 5 years | 50% at 6 months; remaining 50% at 18 months |
| Jan 10, 2023 | Stock Option | 20,000 | — | $0.79 | 5 years | 50% at 6 months; remaining 50% at 18 months |
| Jan 10, 2024 | Stock Option | 20,000 | $10,460 | $0.85 | 5 years | 50% at 6 months; remaining 50% at 18 months |
- Initial option grant at first election: 25,000 shares (terms per policy) .
- Performance metrics: Director equity awards are options with time-based vesting; no performance (TSR/revenue/EBITDA/ESG) metrics disclosed for director compensation .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Directly Owned | Options Exercisable (as of Apr 9, 2025) |
|---|---|---|---|---|
| Irving Wiesen | 124,250 | <1% | 54,250 | 70,000 |
- Shares pledged as collateral: Not disclosed in proxy; no pledging noted in beneficial ownership footnotes .
- Vested vs. unvested: As of Apr 9, 2025, 70,000 options are exercisable; remaining unvested amounts not specified beyond standard vesting terms .
Expertise & Qualifications
- Legal/regulatory expertise: 40+ years specializing in FDA regulation for pharma/medical devices; broad experience in compliance, litigation, and commercial transactions .
- Education: J.D. (NYU School of Law); M.A. (Columbia University); B.A., cum laude (Yeshiva University) .
- Board-relevant skills: Legal/regulatory oversight, industry-specific compliance, contribution to Nominating/Governance processes .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Wiesen in the proxy .
- Board interlocks/related interests: Not indicated for Wiesen; note unrelated party transactions involving other directors (lease with affiliate of past Chair and >5% holder; AI agreement with entity where Director Perlysky holds an interest) .
Governance Assessment
- Strengths
- Independence and multi-committee service (Audit, Compensation, M&A, Nominating/Governance), with chair role in Nominating/Governance .
- 100% attendance in fiscal 2024 and participation across Board and committee work; separate Chair/CEO structure supports oversight .
- Relevant domain expertise in FDA law bolstering compliance oversight in a regulated industry .
- Watchpoints / Red flags
- Nominating & Corporate Governance Committee lacks a written charter, which can weaken formal governance process definition; the committee met 0 times in FY2024 (acted by written consent), reducing transparency of deliberations .
- Compensation Committee met 0 times (acted by written consent), and did not retain an external compensation consultant in FY2024; though small-cap context may explain, investors may seek more robust process or documentation .
- No Lead Independent Director; executive sessions presided by relevant committee chair, which may be adequate for a small board but is below common best practice in larger issuers .
- Related party transactions at the company level (HQ lease with affiliate of a >5% holder; AI agreement with entity linked to Director Perlysky) are risk indicators; while not implicating Wiesen, they warrant heightened Board oversight .
- Alignment and incentives
- Director pay mix includes modest cash retainer ($50,000 in FY2024) and annual options (20,000 shares; $10,460 grant date fair value), providing equity-linked alignment without performance conditions; option vesting is time-based .
- Wiesen’s beneficial ownership (<1%) with 70,000 exercisable options provides some skin-in-the-game; no pledging disclosed .
Overall: Wiesen brings deep regulatory expertise and consistent engagement, with equity-linked compensation supporting alignment. Process rigor in key committees (Compensation; Nominating/Governance) and absence of a Lead Independent Director are areas where governance could be strengthened, especially amid related-party exposures elsewhere on the Board .