Joshua Silverman
AYROAbout Joshua Silverman
Joshua Silverman is Executive Chairman and Principal Executive Officer of AYRO, and has served on AYRO’s board since May 28, 2020 (previously a director of DropCar since the 2018 merger). He was appointed Executive Chairman and PEO effective December 13, 2023, and also served as Interim Principal Financial Officer and Principal Accounting Officer from March 1, 2024 until August 21, 2024 . He is 54 years old and holds a B.A. from Lehigh University (1992). Background includes co-founding and co-CIO of Iroquois Capital (2003–2016), co-CIO of Vertical Ventures (2000–2003), director at Joele Frank, and Assistant Press Secretary to the U.S. President . AYRO’s pay-versus-performance table shows cumulative TSR value of a hypothetical $100 investment of $21.97 (2022), $12.72 (2023), and $5.06 (2024), with net loss of $22,935,353 (2022), $34,160,455 (2023), and $1,755,479 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Iroquois Capital Management, LLC | Co-founder; Principal & Managing Partner; Co-CIO | 2003–Jul 2016 | Designed and executed complex transactions in public/private companies; addressed corporate structure and cash flow inefficiencies . |
| Vertical Ventures, LLC | Co-Chief Investment Officer | 2000–2003 | Merchant bank leadership; investment structuring . |
| Joele Frank | Director | Not disclosed | Boutique M&A consulting; transaction communications . |
| The White House | Assistant Press Secretary to the President | Not disclosed | Communications at federal level . |
| Parkfield Funding LLC | Managing Member | Current | Investment/strategic management role . |
External Roles
| Organization (Ticker) | Role | Years | Notes |
|---|---|---|---|
| MYMD Pharmaceuticals, Inc. (NASDAQ: MYMD) | Director | Current | Public company directorship . |
| Pharmacyte, Inc. (NASDAQ: PMCB) | Director | Current | Public company directorship . |
| Synaptogenix, Inc. (NASDAQ: SNPX) | Director | Current | Public company directorship . |
| Petros Pharmaceutical, Inc. (NASDAQ: PTPI) | Director | Current | Public company directorship . |
| National Holdings Corporation | Director | 2014–2016 | Prior public company board experience . |
| Marker Therapeutics, Inc. | Director | 2016–2018 | Prior public company board experience . |
Fixed Compensation
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Joshua Silverman (Exec. Chairman, PEO; Former Interim PFO/PAO) | 2024 | 280,000 | – | 180,132 | – | 460,132 |
| Joshua Silverman | 2023 | 132,996 | – | 148,000 | – | 280,996 |
Key events and cash terms:
- On March 1, 2024, the Board set Mr. Silverman’s annual cash compensation at $280,000, effective December 1, 2023 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Reference Fair Value/Price | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Director grant) | Feb 1, 2023 | 24,667 | Quarterly in four equal installments (time-based) | $6.00 per share (grant value used for director awards) | Granted for non-employee director/Chairman service . |
| Restricted Stock (Director equity awards true-up) | Dec 2, 2024 | 243,420 (to Silverman) | Vested immediately | Company-wide director grant price $0.76 per share on grant date (aggregate program; per-director shares varied) | Awarded in lieu of previously approved but unissued awards for late 2023 and 2024 . |
Additional observations:
- No annual cash bonus paid to Mr. Silverman for 2023 or 2024 .
- Company disclosed no compensation consultants engaged for 2024 executive pay decisions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (latest proxy disclosure) | Includes 24,770 shares of common stock and 24,667 shares issuable upon settlement of vested RSUs for Mr. Silverman . |
| Outstanding/Unvested equity at 12/31/2023 | 6,167 unvested restricted shares; stated market value $10,854 at $1.76 close on 12/29/2023 . |
| Stock options | No options listed for Mr. Silverman as of 12/31/2023 . |
| Hedging/Pledging | Insider trading policy prohibits hedging, short-term/speculative transactions, margin accounts, or pledging AYRO stock without advance CFO approval . |
| Section 16 filings | Company believes all required Section 16(a) reports were timely filed in 2024 (one late Form 3 by CFO Ramelli) . |
Implications:
- Immediate vesting of 243,420 shares on 12/2/2024 increased near-term tradable float for Mr. Silverman; policy restricts hedging/pledging without approval, reducing collateralization risk .
Employment Terms
| Term | Detail |
|---|---|
| Appointment timeline | Appointed Executive Chairman and PEO effective Dec 13, 2023; also Interim PFO/PAO from Mar 1, 2024 until CFO appointment effective Aug 21, 2024 . |
| Cash compensation | Board increased annual cash compensation to $280,000 effective Dec 1, 2023 (in connection with interim finance roles and Executive Chair/PEO duties) . |
| Additional compensation at appointment | None at time of Dec 2023 Executive Chairman/PEO appointment . |
| Severance / Change-in-control | Company states no current change-of-control or severance agreements with executive officers/directors beyond disclosures in narrative; none specific to Mr. Silverman disclosed . |
| Clawback | Not specifically disclosed in the cited sections; no executive clawback policy detail found in retrieved excerpts. |
| Retirement/pension | No retirement plans for officers/directors beyond standard benefits noted . |
Board Governance
- Board service history: Director since May 28, 2020; previously director at DropCar since the 2018 merger .
- Dual-role implications: As Executive Chairman and PEO (since Dec 13, 2023), Mr. Silverman is not counted as independent; current independent directors are Giordano, Schiffman, Joseph, Devlin, and Walker (2025 proxy) .
- Committees and roles:
- 2023: Chairman of the Board; Audit Committee member; Compensation & HR Committee member; Chair of Nominating & Corporate Governance Committee .
- 2025: Committees comprised solely of independent directors; Audit (Schiffman–Chair, Joseph, Giordano), Compensation & HR (Joseph–Chair, Schiffman, Devlin), Nominating (Schiffman–Chair, Joseph) .
- Meetings/attendance: Board held 10 meetings in FY2024; all directors attended at least 75% of meetings of the Board/committees during their tenure; none attended the 2024 annual meeting .
- Insider trading policy: Prohibits hedging/pledging without CFO approval .
Director compensation benchmarks:
- 2023 policy: Cash retainers—$47,250 (non-employee director), +$84,000 (Chairman premium); committee chair fees—Audit $12,500, Compensation $11,500, Nominating $8,000; equity grants to non-employee directors on Feb 1, 2023 (e.g., Silverman 24,667 shares) vest quarterly over one year .
- 2024 non-employee director comp (examples): Cash fees and stock awards totaling e.g., Schiffman $173,375; Giordano $177,875; Joseph $164,375; Devlin $177,875; Walker $152,875 (ASC 718 fair values) .
Pay Versus Performance (context)
| Year | SCT Total for PEO – J. Silverman ($) | Compensation Actually Paid – J. Silverman ($) | Company TSR – $100 Initial Value | Net Income (Net Loss) ($) |
|---|---|---|---|---|
| 2024 | 460,132 | 460,132 | 5.06 | 1,755,479 (net loss) |
| 2023 | 280,996 | 201,052 | 12.72 | 34,160,455 (net loss) |
Notes: CAP is calculated under SEC Item 402(v) methodology; 2022 values in table relate to prior PEO .
Director & Shareholder Voting Signals
- 12/30/2024 Annual Meeting approvals included increasing LTIP share reserve by 3,000,000, reverse split authority, and director elections (Silverman received 1,583,197 votes for, 127,599 withheld; broker non-votes 1,587,495) .
- 12/20/2023 Say-on-Pay advisory vote passed (For: 1,677,722; Against: 90,885; Abstain: 16,057; broker non-votes: 1,633,277) .
Related Party and Capital Structure Context
- August 2023 private placement: $22 million gross proceeds; included $14.0 million from affiliates of Mr. Abbe and Iroquois Capital Management LLC; securities included Series H-7 preferred and warrants (conversion/exercise price adjustments to $2.00 post reverse split) .
- No material legal proceedings reported regarding directors/officers; Section 16 compliance generally timely in 2024 .
Investment Implications
- Alignment and selling pressure: Silverman’s 12/2/2024 award of 243,420 fully vested shares increased immediately tradable equity, a potential source of near-term supply; however, hedging/pledging is restricted without CFO approval, tempering collateralization risks .
- Pay-for-performance: Cash pay is modest ($280k) with equity-heavy mix and no cash bonuses paid in 2023–2024, aligning pay with equity value but primarily time-based rather than performance-conditioned vesting; no explicit PSU metrics disclosed for Silverman .
- Retention risk: No dedicated severance or change-in-control protections disclosed for Silverman could reduce entrenchment but may elevate retention risk during strategic transitions .
- Governance: Dual role as Executive Chairman and PEO raises independence concerns mitigated by fully independent key committees in 2025; prior committee service while Board Chair (pre-PEO) suggests evolving governance posture as roles shifted .
- Performance backdrop: Company TSR trended down over 2022–2024 and net losses were significant, reinforcing the importance of value-creation execution; compensation committee did not use an external consultant in 2024, which may reduce pay inflation risk but also reduces external benchmarking rigor .