Pedro Lasanta
About Pedro Lasanta
Pedro J. Lasanta, 65, has served as Pharma-Bio Serv’s Chief Financial Officer and Vice President – Finance and Administration since November 2007 and as Corporate Secretary since December 1, 2014; he is a CPA with a BBA (Accounting) from the University of Puerto Rico and prior roles include CFO of Pearle Vision Center PR and audit manager at Ernst & Young (Arthur Young & Co.) . PBSV’s performance context: FY2024 revenue was $9.5M vs $17.0M in FY2023 (driven by declines across Europe, Puerto Rico, and the U.S.), with a net loss of $0.78M vs net income of $1.31M in FY2023 . Pay-versus-performance shows TSR for a hypothetical $100 investment at $74.03 (2024), $89.15 (2023), and $84.11 (2022), with net income of $(777,619), $1,310,180, and $1,006,684 respectively . He was a Member of the Puerto Rico District Export Council (U.S. Department of Commerce) from January 2014 to December 2017 and received the PR Manufacturers Association Service Manager of the Year (North Region) in 2012 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pearle Vision Center PR, Inc. | Chief Financial Officer | 1999–2006 | Led finance operations for retail healthcare; foundation for later CFO role in regulated industries |
| Private practice | Accountant, tax and business counselor | 2006–Oct 2007 | Advised businesses; broadened tax/finance expertise ahead of PBSV appointment |
| Ernst & Young (Arthur Young & Co.) | Audit Manager | Not disclosed | Public company audit experience; strengthens financial reporting and controls capability |
External Roles
| Organization | Position | Years | Note |
|---|---|---|---|
| U.S. Dept. of Commerce – Puerto Rico District Export Council | Member | Jan 2014–Dec 2017 | Advisory role supporting export development in Puerto Rico |
| Puerto Rico Manufacturers Association (North Region) | Service Manager of the Year (Award) | 2012 | Industry recognition for service management |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $175,000 | $175,000 |
| Bonus ($) | $50,600 (services in FY2023; paid Dec 2023) | $600 statutory holiday bonus (Dec 2024) |
| Option Awards ($ grant-date fair value) | $0 | $6,390 |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $225,600 | $181,990 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (cash/equity) | Not disclosed | Performance metrics “to be established” (per employment agreement) | FY2023: $50,600 cash; FY2024: $600 statutory only | N/A |
| Stock options (Dec 9, 2021 grant) | N/A | N/A | 25,000 options granted; 8,325 exercised Mar 6, 2023 | 3 equal annual installments from Dec 9, 2022; exercisable schedule shows 8,350 exercisable and 8,325 unexercisable at 10/31/2024 |
| Stock options (Dec 26, 2023 grant) | N/A | N/A | 10,000 options granted | 3 equal annual installments beginning Dec 26, 2024 |
Option grant detail:
- Dec 9, 2021: 25,000 options, exercise price $0.99, expiration Dec 9, 2026; 8,350 exercisable and 8,325 unexercisable as of Oct 31, 2024; 8,325 exercised Mar 6, 2023 .
- Dec 26, 2023: 10,000 options, exercise price $1.00, expiration Dec 26, 2028; vest in three equal annual tranches starting Dec 26, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 139,193 shares (<1% of 22,929,742 outstanding) |
| Ownership Breakdown | 119,188 shares directly owned; 20,005 shares issuable upon exercise of options exercisable within 60 days (as of Apr 9, 2025) |
| Vested vs Unvested (Options) | Exercisable: 20,005; Unexercisable outstanding at 10/31/2024: 8,325 (2021 grant) + 10,000 (2023 grant) |
| Option Terms | 2021 grant: $0.99 strike, expires Dec 9, 2026; 2023 grant: $1.00 strike, expires Dec 26, 2028 |
| Stock Ownership Guidelines | Not disclosed |
| Pledging/Hedging | Insider Trading Policy exists; no pledging disclosed and no Rule 10b5-1 trading arrangements adopted in quarter ended Oct 31, 2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Start date & tenure | Employment agreement Nov 5, 2007; extended indefinitely Dec 17, 2008; CFO since Nov 2007; Secretary since Dec 1, 2014 |
| Current base salary | $175,000 (since Oct 7, 2019) |
| Salary progression | $100,000 (2007) + $500 car allowance; $110,000 (2008); reduced to $106,000 and car allowance eliminated (Mar 1, 2009); restored to $110,000 (Jan 1, 2010); $125,000 (Jan 31, 2012); $150,000 (Jan 1, 2013); $160,000 (Jan 1, 2014); $175,000 (Oct 7, 2019) |
| Bonus & equity in agreement | Annual bonus (cash or options) tied to performance metrics “to be established”; initial option grant of 30,000 options (fair market value strike), vesting in 3 equal annual installments from Nov 1, 2008 |
| Severance (termination by Company other than death/disability/cause) | Lump sum equal to one year of salary or PR Law 80 severance (whichever higher), plus earned bonus and value of unused accrued vacation; one year health coverage for executive & dependents; RSUs/options/awards vest and are exercisable for three months following termination |
| Change-of-control | RSUs/options/awards held by Mr. Lasanta vest and become exercisable immediately prior to the event (single-trigger equity acceleration) |
| Non-compete / non-solicit | Non-compete and non-solicit for one year post-termination; confidentiality obligations |
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Net Income ($) | $1,006,684 | $1,310,180 | $(777,619) |
| TSR value of $100 investment | $84.11 | $89.15 | $74.03 |
PBSV revenue mix and decline (context for bonus outcomes and option valuation):
- Revenues: $16.98M (FY2023) vs $9.51M (FY2024) with region declines PR ($8.04M→$5.69M), U.S. ($4.67M→$3.16M), Europe ($4.26M→$0.57M) .
- FY2024 P&L: Revenues $9.51M; Gross profit $2.52M; SG&A $3.80M; Net loss $(0.78)M .
Compensation Structure Analysis
- Mix and pay-for-performance: Executive pay structure emphasizes fixed salary plus long-term equity via stock options; annual cash bonuses are discretionary and minimal in FY2024 ($600 statutory) after a larger FY2023 bonus ($50,600) .
- Equity incentives: Options vest over multi-year schedules, with recent grants at strikes of $0.99 and $1.00; outstanding unvested options could align incentives to TSR recovery, but equity value is sensitive to share liquidity and small-cap volatility .
- Governance mechanics: Single-trigger equity acceleration upon change-of-control is shareholder-unfriendly versus double-trigger; severance at one year salary is moderate for a CFO at a microcap, with one-year health coverage .
- Committee oversight: Compensation Committee is independent, met via written consent in fiscal 2024; no external compensation consultant retained .
Related Party and Risk Indicators
- Insider trading framework: Code of Ethics and Insider Trading Policy in place; no 10b5-1 trading arrangements adopted in the quarter ended Oct 31, 2024 .
- Legal proceedings: No material proceedings against the Company; Company is pursuing collection of a favorable judgment against Romark entities (collectability uncertainty) .
- Related party transactions: Headquarters lease from affiliate of past chair/5% stockholder; AI-related agreement with entity where a director and relative hold minority interests (option to acquire up to 16.67% interest for $1.75M) .
Equity Ownership & Alignment (Detail Table)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Pedro J. Lasanta | 139,193 | <1% of 22,929,742 | 119,188 direct; 20,005 exercisable options within 60 days |
Employment & Contracts (Severance and CoC Economics)
| Term | Cash Multiple | Benefits | Equity Treatment |
|---|---|---|---|
| Involuntary termination (other than death/disability/cause) | 1x salary or PR Law 80 (higher) | 1 year health coverage; earned bonus; accrued vacation paid | Awards vest; exercisable for 3 months post-termination |
| Change-of-control | N/A | N/A | Awards vest and become exercisable immediately prior to event (single-trigger) |
Investment Implications
- Alignment: Lasanta’s personal stake (119k shares plus options) supports alignment, though ownership is <1%; vesting over 2024–2026 may modestly increase insider selling pressure around tranche vest dates, but no recent 10b5-1 plans reported .
- Retention risk: Severance (1x salary) and one-year health coverage, plus equity acceleration, provide retention but also smooth exit economics; one-year non-compete/non-solicit mitigate post-departure risk .
- Pay-for-performance: Minimal cash bonus in FY2024 amid revenue/net income deterioration suggests sensitivity to performance; equity options incentivize value creation but single-trigger CoC acceleration is a governance negative to monitor .
- Trading signals: Upcoming vesting tranches (Dec 26 each year beginning 2024) and 2021 grant maturity (Dec 9, 2026) are key windows; exercisable options total 20,005 vs unexercisable 18,325 at FY2024, limiting near-term sell pressure scale .