Kirk Michel
About Kirk Michel
Kirk Michel, 69, is an independent director and Chairman of the Board at Pharma-Bio Serv, Inc. (PBSV). He has served on the Board since 2006 and was appointed Chairman in January 2021; the Board confirms his independence under Nasdaq Rule 5605 . Michel founded and is Managing Director of KEMA Advisors, Inc., bringing investment banking expertise; he holds an MBA in Finance and Accounting from Columbia Business School and a BA in Economics from Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KEMA Advisors, Inc. | Founder & Managing Director | Founded 2000; current | Corporate finance advisory to middle-market companies and governmental agencies |
| Bahia Group Holdings, LLC | Co-founder & Managing Director | 1995–2000 | Corporate/public finance and M&A advisory to middle-market companies and governmental agencies |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| KEMA Advisors, Inc. | Private investment banking | Managing Director | PBSV discloses 340,706 PBSV shares owned by KEMA Advisors; Michel is Managing Director |
| — | — | — | No other public company directorships disclosed in PBSV proxy biography |
Board Governance
- Structure and independence
- Independent director; Chairman role separated from CEO (Victor Sanchez), supporting oversight; the company has no designated Lead Independent Director .
- Classified board (staggered terms): Class I (term to 2026), Class II (term to 2027), Class III (term to 2028 after 2025 election) .
- Attendance and engagement
- FY2024: Board met 8 times with 1 written consent; all directors attended all Board and committee meetings and the 2024 Annual Meeting .
- Committees and chair roles
Committee Members Chair FY2024 Meetings Audit Howard Spindel; Kirk Michel; Irving Wiesen Howard Spindel 4; plus 1 written consent Compensation Kirk Michel; Howard Spindel; Irving Wiesen Kirk Michel 0; plus 1 written consent Mergers & Acquisitions Dov Perlysky; Kirk Michel; Irving Wiesen Dov Perlysky Not disclosed; committee mandates described Nominating & Corporate Governance Irving Wiesen; Dov Perlysky; Howard Spindel Irving Wiesen 0; plus 1 written consent
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Director cash fees (annual retainer) | $50,000 | $50,000 |
| Standard program terms | $12,500 quarterly retainer; automatic annual stock option grant of 20,000 shares on January 10 each year | $12,500 quarterly retainer; automatic annual stock option grant of 20,000 shares on January 10 each year |
Performance Compensation
| Grant Date | Shares (Michel) | Exercise Price | Vesting Schedule | Term |
|---|---|---|---|---|
| Jan 10, 2021 | 20,000 | $1.40 | 50% at 6 months; remaining 50% at 18 months | 5 years |
| Jan 10, 2022 | 20,000 | $0.97 | 50% at 6 months; remaining 50% at 18 months | 5 years |
| Jan 10, 2023 | 20,000 | $0.79 | 50% at 6 months; remaining 50% at 18 months | 5 years |
| Jan 10, 2024 | 20,000 | $0.85 | 50% at 6 months; remaining 50% at 18 months | 5 years |
- Option grant valuation: FY2023 option award grant-date fair value $9,596; FY2024 $10,460 (FASB ASC 718) .
- No RSUs/PSUs; no disclosed director performance metrics tied to pay (options vest by time, not performance) .
Other Directorships & Interlocks
| Organization | Relationship | Potential Interlock/Conflict |
|---|---|---|
| KEMA Advisors, Inc. | Michel is Managing Director; KEMA owns 340,706 PBSV shares | Ownership via an affiliated entity increases alignment but could create perceived conflicts if KEMA were to transact with PBSV (no related-party transactions with KEMA disclosed) |
- Additional related-party exposures on PBSV’s Board (context):
- Headquarters lease with affiliate of past Chair and >5% stockholder; monthly rent $14,561 through renewal term .
- 2024 AI Agreement with an entity where director Dov Perlysky and his brother-in-law hold minority interests and are indirect managers; $250,000 for an AI lead-generation platform, a 2.44% membership interest, and a 2-year option to reach 16.67% at $1,750,000 .
Expertise & Qualifications
- Investment banking and corporate finance expertise via KEMA; prior M&A advisory experience at Bahia Group .
- Academic credentials: MBA (Columbia Business School); BA (Northwestern University) .
- Not designated as Audit Committee financial expert (that designation is held by Howard Spindel) .
Equity Ownership
| As of April 9, 2025 | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Kirk Michel | 454,308 | 2.0% | Direct: 43,602 ; Options exercisable: 70,000 ; KEMA Advisors: 340,706 |
- Company shares outstanding at record date: 22,929,742 .
- Options exercisable across directors as of April 9, 2025: 316,680 as a group .
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Jan 10, 2025 | Form 4 (Filed by: MICHEL KIRK WHEELER) | Annual director option grant reporting; filing noted by StreetInsider |
| Mar 28, 2023 | Form 4 | Insider transaction filing by Kirk Wheeler Michel (details in SECDatabase PDF) |
| Historical (2006–2008) | Late Section 16 filings | Company disclosed late Form 3/4 filings for multiple insiders including Michel in 2006–2008 (legacy disclosure) |
Governance Assessment
- Positives
- Independent Chair separate from CEO; clear oversight delineation .
- Full attendance at Board and committee meetings in FY2024; Board met regularly (8 meetings) .
- Audit Committee chaired by a designated financial expert; routine meetings held (4) .
- Strong shareholder support: 2025 Say-on-Pay approved (8,979,762 For; 65,851 Against; 579,435 Abstain); frequency vote supported “3 years” (6,645,421 votes) aligning with Board recommendation .
- Concerns and potential red flags
- No Lead Independent Director; executive sessions are presided by committee chairs or Chairman, which may concentrate influence given Michel chairs both the Board and Compensation Committee .
- Compensation Committee met zero times in FY2024 (one action by written consent); Nominating & Governance likewise met zero times (one written consent), which may signal limited committee deliberation and investor concerns on engagement .
- Classified/staggered board structure may reduce accountability and complicate shareholder-driven refreshment .
- Related-party transactions exist at the company level (HQ lease with affiliate of past Chair; AI Agreement with entity linked to director Perlysky); while Michel is not directly party to these, oversight rigor is important given his roles on Compensation and M&A Committees .
- Historical late Section 16 filings (2006–2008) were disclosed by PBSV; while dated, they warrant monitoring of filing timeliness .
Overall signal: Michel brings credible finance and M&A expertise with meaningful ownership alignment (2.0% including KEMA’s stake) . Key watch items are committee engagement (particularly Compensation) and the absence of a Lead Independent Director amid a classified board, plus vigilant oversight of related-party exposures on the Board .
Director Compensation Details
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned (Cash) | $50,000 | $50,000 |
| Option Awards (Grant-date fair value) | $9,596 | $10,460 |
| Total | $59,596 | $60,460 |
| Program terms | $12,500 quarterly; 20,000 options granted Jan 10 annually | 5-year term; strike at FMV; 50% vest at 6 months, 50% at 18 months |
Say-on-Pay & Shareholder Feedback (Company Context)
| Proposal (May 15, 2025) | Outcome |
|---|---|
| Class III director election (Spindel) | 7,265,978 For; 2,359,070 Withheld; 3,264,532 broker non-votes |
| Auditor ratification | 12,887,897 For; 1,701 Against; 0 Abstain |
| Say-on-Pay (NEO compensation) | 8,979,762 For; 65,851 Against; 579,435 Abstain; 3,264,532 broker non-votes |
| Frequency of Say-on-Pay | 3 Years selected (6,645,421 votes); Company to maintain triennial frequency |
Equity Ownership Alignment
| Holder | Shares | % | Notes |
|---|---|---|---|
| Kirk Michel | 454,308 | 2.0% | Direct 43,602; Options exercisable 70,000; KEMA Advisors 340,706 |
| Shares outstanding (record date) | 22,929,742 | — | Reference for % computation |
RED FLAGS
- No Lead Independent Director despite a classified board; Michel’s dual roles (Chairman and Compensation Committee Chair) centralize influence .
- Minimal formal committee meeting activity in FY2024 (Compensation: 0; Nominating: 0), suggesting limited visible engagement .
- Related-party transactions at the company level (lease; AI agreement with director-affiliated entity) require strong, independent oversight .
- Historical late Section 16 filings by insiders including Michel (2006–2008) noted; while dated, ongoing compliance should be monitored .