Francisco Silva

About Francisco Silva

Francisco Silva is BioRestorative Therapies’ Vice President of Research and Development, Secretary, and a Class II Director. He is 50 years old, has served as VP R&D since March 2013 (also in 2011–2012), and was elected to the board in November 2020; he holds a Biology degree from California State Polytechnic University, taught biology/anatomy/advanced tissue culture, and has patents/publications in stem cell science . Company performance during the 2022–2024 window shows a cumulative TSR decline from $63.36 to $32.95 per $100 initial investment and continued net losses, framing a challenging backdrop for pay-for-performance alignment .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• Bonuses were discretionary; no explicit financial/ESG metrics or weightings disclosed .
• Equity grant timing generally in February; Compensation Committee states it did not time grants around MNPI in 2024 .

Equity Ownership & Alignment

Insider Selling Pressure Indicators:

• Ongoing quarterly vesting through 2025–2026 on the $2.91 and $1.45 option tranches may create periodic sale windows; however, much of the legacy grant remains out-of-the-money at $1.47, limiting near-term monetization incentives .

Employment Terms

Board Governance

• Board Service: Director since November 2020; currently Class II nominee (term through 2028 if elected) .
• Committee Roles: Audit, Compensation, and Nominating Committees comprise independent directors (Williams, Rosa, Kukekov). Silva is not listed as a member of these committees, consistent with his non-independent, management-director status .
• Independence/Leadership: Board has combined CEO/Chair role (Alstodt) and no Lead Independent Director, elevating oversight risk; independent directors are Kukekov, Williams, Rosa .
• Attendance: Board held 7 meetings in FY 2024; most directors attended ≥75%, with Rosa ~71%. Prior annual meeting attendance included Alstodt and Silva .

Director Compensation

• Non-employee director compensation disclosed; employee-director compensation (Silva) covered under executive compensation. Non-employee directors receive $35,000 cash plus option grants (implied $100,000 value) annually . No separate director fees disclosed for Silva.

Compensation Structure Analysis

• Mix: Cash salary plus large option awards; RSUs used primarily in 2021 grant and 2022 salary deferral; no stock awards in 2023–2024—equity emphasis skewed toward options, increasing leverage to share price but currently largely out-of-the-money .
• Discretionary Bonuses: Actual bonuses in 2023 and 2024 were discretionary, with no disclosed metric targets—weak linkage to operational/financial KPIs .
• Option Repricing Authority: 2021 Stock Incentive Plan amended to explicitly authorize exercise price reductions (including cancel-and-regrant); Silva’s 2021 grant exercise price was reduced from $47.60 to $13.50 and then $5.08—repricing is a governance red flag reducing at-risk pay stringency .
• Plan Capacity Increases: Share authorization increases in 2023, 2024, 2025 expand potential dilution and future equity grants; equity awards are discretionary and typically timed in mid-February .

Performance & Track Record

Values marked with * retrieved from S&P Global.

Revenue trajectory improved off a small base, while EBITDA and net losses narrowed but remain negative, underscoring continued execution and funding risk typical in development-stage biotech .

Equity Award Vesting & Overhang Details

Related Party Transactions and Other Risks

• Related Party Transactions: Board reviews case-by-case; none enumerated .
• Internal Controls: Material weaknesses persisted in 2023–2024 (policy adherence, risk assessment, controls over journal entries/reconciliations/income taxes, warrant accounting) .
• Say-on-Pay: Advisory vote on NEO compensation included on 2025 ballot; historical approval percentages not disclosed .
• Ownership Concentration: Silva and Alstodt collectively own significant beneficial stakes; Auctus holds warrants and Series B convertible preferred but subject to a 9.99% beneficial ownership cap, impacting voting/convertibility dynamics .

Investment Implications

• Alignment: Silva’s substantial option exposure and 13.9% beneficial ownership create strong long-term alignment, but the majority of option value is currently out-of-the-money—near-term sale pressure likely modest except for the $1.45 tranche, which is marginally in-the-money at $1.47 .
• Pay-for-Performance: Discretionary bonuses and explicit option repricing authority weaken incentive rigor; lack of disclosed performance metrics for cash/equity awards reduces transparency and predictability of payouts .
• Governance: Management representation on the board (Silva) alongside a combined CEO/Chair and no Lead Independent Director elevates oversight risk for compensation and strategy; however, committees are fully independent .
• Execution Risk: Despite improving revenue and narrowing losses, TSR deterioration and ongoing ICFR weaknesses point to continued operational and financing risks, keeping equity awards’ realization contingent on clinical and commercial milestones .