Victor Sanchez
About Victor Sanchez
Victor Sanchez is Chief Executive Officer, President, and President of European Operations at Pharma-Bio Serv (PBSV); he has served as CEO and President since January 1, 2015 and as President of European Operations since January 2011. He is 54 (as of the 2025 proxy), holds a B.S. in Chemistry (summa cum laude) and an MBA in Industrial Management (cum laude) from Interamerican University of Puerto Rico, plus a Post Graduate Diploma in Pharmaceutical Validation Technology (Dublin Institute of Technology); he is a licensed chemist and member of ACS, PDA, RAPS, and ISPE . Company performance during his recent tenure shows revenue declining from FY 2021 to FY 2024 and EBITDA turning negative in FY 2024 (see “Company Performance” table), while PBSV’s TSR-based $100 investment values moved from $85.66 (FY 2021) to $84.11 (FY 2022) to $89.15 (FY 2023) . His compensation program is built around fixed salary and long-term stock options, with discretionary cash bonuses rather than formulaic, disclosed performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck Sharp & Dohme (Madrid, Spain) | Operations Manager, LOCM & OSD divisions | Apr 2010 – Jan 2011 | Operations leadership in pharma manufacturing |
| Schering-Plough S.A. (Madrid, Spain) | Operations Manager, LOCM division | Sep 2004 – Apr 2010 | Site/division operations oversight |
| Schering-Plough Products, LLC (Puerto Rico) | Quality Control Validations Manager | Dec 2000 – Aug 2004 | QC validation leadership |
| Schering-Plough (Puerto Rico) | Quality Control Laboratory Supervisor | Apr 1996 – Dec 2000 | QC lab supervision |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Chemical Society (ACS) | Member | Not disclosed |
| Parenteral Drug Association (PDA) | Member | Not disclosed |
| Regulatory Affairs Professional Society (RAPS) | Member | Not disclosed |
| International Society for Pharmaceutical Engineers (ISPE) | Member | Not disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $231,000 | $231,000 | $231,000 |
| Bonus (incl. statutory holiday bonus) | $53,600 | $60,600 | $600 |
| Option Awards (Grant Date Fair Value) | $14,640 | $0 | $0 |
| All Other Compensation | $14,300 (health plan per agreement) | $32,070 (incl. $17,770 accrued vacation) | $14,300 (health plan) |
| Total Compensation | $313,540 | $323,670 | $245,900 |
Program design: The Board describes executive compensation as two principal elements: base salary and long‑term equity incentives in the form of stock options; there is no disclosed formulaic annual incentive plan with quantitative metrics, and the CEO’s employment agreement provides for discretionary bonuses determined by the Compensation Committee .
Performance Compensation
Stock Options – Structure and Vesting
| Grant | Shares | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Dec 9, 2021 | 25,000 | $0.99 | 1/3 annually beginning Dec 9, 2022 | Dec 9, 2026 | 8,325 exercised on Mar 6, 2023; remaining split into exercisable and unexercisable tranches at FY-end (see below) |
| (No CEO grant disclosed FY 2023) | — | — | — | — | A Dec 26, 2023 grant of 10,000 options at $1.00 is disclosed for the CFO, not the CEO . |
Outstanding and Vesting Status (as of fiscal year-end)
| As of | Unexercised (Exercisable) | Unexercised (Unexercisable) | Exercise Price | Expiration |
|---|---|---|---|---|
| Oct 31, 2023 | — | 16,675 | $0.99 | Dec 9, 2026 |
| Oct 31, 2024 | 8,350 | 8,325 | $0.99 | Dec 9, 2026 |
Implication: The final tranche of the 2021 grant vested on Dec 9, 2024; all remaining options expire Dec 9, 2026, creating a potential exercise window through late 2026 .
Pay vs Performance (PEO – “Compensation Actually Paid”)
| Fiscal Year | SCT Total | CAP Adjustments | CAP |
|---|---|---|---|
| 2022 | $313,540 | ($14,640) + $10,975 | $309,875 |
| 2023 | $323,670 | ($2,175) | $321,495 |
| 2024 | $245,900 | ($4,669) | $241,231 |
Company TSR proxy figures (value of $100 investment): $85.66 (2021), $84.11 (2022), $89.15 (2023) .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | Of which: Options Exercisable | Shares Outstanding | Ownership % |
|---|---|---|---|---|
| Apr 18, 2023 | 11,382 | — | 22,972,651 | 0.050% (calc) |
| Apr 3, 2024 | 19,732 | 8,350 (within 60 days) | 22,960,643 | 0.086% (calc) |
| Apr 9, 2025 | 28,057 | 16,675 (exercisable) | 22,929,742 | 0.122% (calc) |
- Footnotes: Apr 9, 2025 beneficial ownership equals 11,382 directly owned plus 16,675 options exercisable; table shows “less than 1%,” consistent with our derived percentages .
- No disclosure found in the proxies regarding stock pledging/hedging specifics beyond existence of an Insider Trading Policy and Code of Ethics; the Code is referenced, but no pledging policy details were identified in the excerpts searched .
Employment Terms
| Item | Terms |
|---|---|
| Agreement & Role | Employment Agreement dated Jan 1, 2015; CEO/President/President of European Operations . |
| Base Salary | $220,000 under the agreement; increased to $231,000 effective Nov 2, 2020 . |
| Bonus Eligibility | Discretionary bonus, stock options, and other equity incentives as determined by the Compensation Committee . |
| Severance (without cause) | Lump sum equal to one year of salary at termination (or higher PR Law 80 severance), plus earned bonuses and accrued vacation; one year of health coverage; equity awards vest and are exercisable for three months post-termination . |
| Change of Control | Any RSUs/options/other similar awards become vested and exercisable immediately prior to the event (single-trigger) . |
| Other Provisions | Standard non-competition, non-solicitation, and confidentiality provisions (duration not specified for CEO in proxy excerpts) . |
Governance note: Single-trigger equity acceleration upon change of control is shareholder-unfriendly relative to double-trigger market norms .
Company Performance (context for pay-for-performance)
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues | $20,115,175 | $19,398,727 | $16,976,856 | $9,509,279 |
| EBITDA | ($3,780,966)* | $1,226,052* | $1,165,497* | ($1,264,276)* |
Values with asterisks are retrieved from S&P Global.
Say-on-Pay & Shareholder Feedback
- 2022 Say-on-Pay vote: For 13,625,761; Against 5,630; Abstain 7,274; with 2,639,780 broker non-votes .
- 2019 Say-on-Pay vote: For 12,604,380; Against 1,550,000; Abstain 0; with 4,956,270 broker non-votes .
Compensation Structure Analysis
- Mix and metrics: CEO pay mix is dominated by fixed salary and time-vested stock options; there are no disclosed, formulaic short-term or long-term performance metrics (e.g., revenue growth, EBITDA, TSR percentiles) that determine payouts, and bonuses are discretionary per the agreement .
- Equity program: Options vest ratably over three years; the 2021 grant vests in equal annual installments and expires Dec 9, 2026; no CEO option grant disclosed for FY 2023 in the proxy .
- Pay vs performance: CAP moved modestly year to year (2022–2024), while revenue declined and EBITDA turned negative in FY 2024 (see tables) .
- Shareholder sentiment: Say-on-Pay votes in 2019 and 2022 showed strong support (vote tallies above) .
Risk Indicators & Red Flags
- Single-trigger change-of-control acceleration of equity awards is a governance risk vs. best practice double-trigger structures .
- Low personal ownership (<0.2%) may limit alignment and increase retention risk in a downturn; beneficial holdings are 28,057 shares (incl. 16,675 options exercisable) vs. 22.93M shares outstanding as of Apr 9, 2025 .
- Operating performance risk: FY 2024 revenue decline and negative EBITDA increase execution risk into the 2026 option expiry window . Values with asterisks are retrieved from S&P Global.
Vesting Schedules and Potential Insider Selling Pressure
- 2021 CEO option grant: 25,000 options at $0.99; vest 1/3 annually starting Dec 9, 2022; 8,325 exercised Mar 6, 2023; remaining options were split between exercisable (8,350) and unexercisable (8,325) at Oct 31, 2024; all expire Dec 9, 2026 .
- Near-term dynamics: Final tranche vested Dec 9, 2024; remaining options are fully time-based and in the exercise window prior to Dec 9, 2026, which can create intermittent selling pressure depending on liquidity and tax planning .
Investment Implications
- Alignment: Heavy reliance on salary and time-vested options, discretionary bonuses, and low absolute ownership point to weaker pay-for-performance alignment; absence of disclosed performance metrics reduces visibility into incentive rigor .
- Governance: Single-trigger CoC equity acceleration is a negative; consider engagement on double-trigger protections and the addition of performance-based equity (PSUs) tied to measurable outcomes .
- Retention and trading overhang: With options expiring Dec 9, 2026 and low skin-in-the-game, watch for exercise/sale activity through 2026 that could create episodic overhang .
- Execution risk: Revenue contraction and negative EBITDA in FY 2024 increase the bar for value creation; sustained improvement is needed to justify equity-based incentives and maintain say‑on‑pay support .
Sources: 2025, 2024, and 2023 DEF 14A; FY 2024–2021 10‑K/10‑Q references as cited; say‑on‑pay vote 8‑Ks (2019, 2022). Values with asterisks are retrieved from S&P Global.