G. Todd Silva
ClearSign TechnologiesAbout G. Todd Silva
Independent director at ClearSign Technologies (CLIR), age 60 as of May 29, 2025, appointed to the Board on August 1, 2024 initially as the clirSPV LLC designee and later affirmed independent after the SPV Voting Agreement terminated in February 2025 . Silva is a finance executive with 30+ years’ experience across industrials, technology, media, health care and financial services; currently CFO of Radiance Therapeutics. He holds an MBA (Columbia University) and a BS in economics and finance (Lehigh University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radiance Therapeutics, Inc. | Chief Financial Officer | Apr 2023–present | CFO of ophthalmic medical device company |
| Point Pickup Technologies, Inc. | Chief Financial Officer | Jun 2021–Mar 2023 | Led acquisitions, capital raises, governance tasks |
| Silva Partnership & Co. | Founder & Director | Oct 2020–Jun 2021 | Corporate advisory for early-stage tech businesses |
| Las Olas Capital Partners | Exec Director, Corporate Advisory | Oct 2017–Sep 2019 | M&A, capital raises, SPVs for investments |
| Institutional Investment Mgmt. (NY) | Founder/PM/Research Analyst | Earlier career | Markets and analysis experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Radiance Therapeutics, Inc. | CFO | Private | Current role |
| Other public company directorships | — | — | None disclosed for Silva |
Board Governance
- Independence: Board determined Silva independent under Nasdaq rules in March 2025; reaffirmed in August 2025 when he was appointed Audit Chair and designated audit committee financial expert .
- Committee assignments:
- Special Committee member (formed Feb 10, 2025) to manage nomination disputes and settlements .
- Compensation Committee member (appointed Aug 6, 2025) .
- Audit & Risk Committee Chair and “audit committee financial expert” (appointed Aug 26, 2025) .
- Attendance: During 2024, the Board met 13 times; Audit 5; Compensation 6; Governance 6; each director attended ≥75% of meetings of the Board/committees on which they served .
- Election signal: At the July 25, 2025 annual meeting, Silva received 12,276,922 “For” and 14,216,269 “Withheld” votes, with 10,633,033 broker non-votes, indicating relatively low support versus peers .
- Lead independent director: Judith S. Schrecker served as LID until her August 2025 resignation; Board did not intend to appoint a new LID at that time .
- Appointment history and independence transition: Initially appointed Aug 1, 2024 as SPV’s non-independent designee; Voting Agreement and SPV rights terminated Feb 19, 2025, after which Silva served as an independent director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer | $60,000 | Paid in RSUs in 2024 for all non-executive directors |
| Lead Independent Director annual fee | $15,000 | Not applicable to Silva |
| Chairman of the Board annual fee | $20,000 | If any; not applicable to Silva |
| Committee fees – Audit Chair | $19,000 | Applicable after Aug 26, 2025 when Silva became chair |
| Committee fees – Audit Member | $7,500 | General schedule |
| Committee fees – Compensation Chair | $7,500 | General schedule |
| Committee fees – Compensation Member | $3,000 | Applicable after Aug 6, 2025 |
| Committee fees – Governance Chair | $6,500 | General schedule |
| Committee fees – Governance Member | $3,000 | General schedule |
| RSU Grants (policy) | $15,000 per quarter | Granted on first day of each quarter; initial grant pro-rated for Q3’24 |
| Vesting terms (director RSUs) | Vest on death, departure from board, or change of control | Offer Letter governs vesting; awards under 2021 Plan |
| 2024 RSUs granted to Silva (grant-date fair value) | $24,767 | ASC 718 fair value for services in 2024 |
Performance Compensation
| Metric | Target | Actual | Measurement period |
|---|---|---|---|
| None disclosed for directors | — | — | — |
Other Directorships & Interlocks
- Public company boards: None disclosed for Silva .
- SPV interlock: Appointed in Aug 2024 as clirSPV LLC’s designee under the Voting Agreement; the Voting Agreement and SPV rights ended Feb 19, 2025, removing ongoing interlock obligations .
- Related party transactions: Company states no transactions with Silva requiring Item 404(a) disclosure at appointment; Board reviews related-party matters case-by-case .
Expertise & Qualifications
- Finance leadership: CFO roles (Radiance Therapeutics; Point Pickup) with M&A, capital raising, integration, governance; corporate advisory and investment management background .
- Audit oversight: Designated “audit committee financial expert” upon appointment as Audit Chair (Aug 26, 2025) .
- Education: MBA (Columbia University); BS in economics & finance (Lehigh University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | — | Beneficial ownership table shows no shares; percent of class “–” (less than 1%) |
| Unvested RSUs | 61,001 | Excluded from beneficial ownership as not vesting within 60 days of record date |
| Options (exercisable/unexercisable) | None disclosed | No director options disclosed for Silva |
| Ownership as % of shares outstanding | <1% | 52,422,532 shares outstanding as of May 29, 2025 |
| Pledging/Hedging | Prohibited | Insider trading policy prohibits pledging, margin accounts, short sales |
Governance Assessment
- Strengths:
- Independence affirmed and elevated governance roles (Audit Chair, audit committee financial expert; Compensation member) in Aug 2025, signaling board confidence in Silva’s oversight capability .
- Active role in Special Committee managing shareholder nomination disputes and achieving cooperation agreements, demonstrating engagement in complex governance processes .
- Director pay in RSUs aligns interests with shareholders; quarterly grant structure provides regular equity exposure .
- Attendance threshold met (≥75%) and no legal proceedings requiring disclosure; robust code of ethics and clawback policy framework in place at company level .
- Say-on-pay passed at 2025 meeting (20.4M For vs 3.85M Against; 2.21M abstentions), indicating general shareholder support for compensation practices of executives; indirectly supportive of board oversight .
- Watch items / potential red flags:
- Shareholder support signal: Silva received more “Withheld” than “For” votes in July 2025 (12.28M For vs 14.22M Withheld), which merits monitoring for investor confidence and engagement needs .
- Initial appointment as SPV designee (non-independent at appointment) could raise historical interlock concerns; mitigated by Voting Agreement termination and independence determinations thereafter .
- Director compensation lacks explicit performance metrics (typical for directors), and vesting triggers tied to departure/change-of-control may not incentivize longer-term performance outcomes; transparency is adequate via Offer Letter and proxy .
- External CFO role and advisory background imply workload balance considerations; Offer Letter requires disclosure to avoid conflicts with companies competitive with CLIR .
Fixed Compensation (Detail for 2024)
| Metric | 2024 |
|---|---|
| Director RSUs granted (ASC 718 fair value) | $24,767 |
Equity Ownership (Detail at Record Date)
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | — |
| Unvested RSUs excluded | 61,001 |
| Ownership % | <1% |
Notes:
- Silva’s Offer Letter provides quarterly RSU grants of $15,000 per quarter, pro-rated initially, vesting upon death, departure from the Board, or change-of-control, under the 2021 Equity Incentive Plan .
- Company insider policy prohibits pledging and margin accounts, supporting alignment and risk control .
Performance Compensation
- No director performance metrics or incentive plans disclosed beyond RSUs; director compensation was delivered in RSUs in 2024 without performance conditions .
Other Signals & Shareholder Feedback
- 2025 annual meeting outcomes:
- Director elections: Silva 12,276,922 For; 14,216,269 Withheld; 10,633,033 broker non-votes .
- Say-on-pay (executives): 20,433,300 For; 3,851,598 Against; 2,208,293 Abstentions; 10,633,033 broker non-votes .
Employment & Contract Terms (Director)
- Term through next annual meeting (initially expected early June 2025); re-election annually; Board may request resignation by majority; confidentiality and non-solicitation (2 years post-service); coverage under D&O insurance .
Related Party & Conflicts
- No related-party transactions involving Silva requiring Item 404(a) disclosure at appointment; historical SPV arrangements described and terminated, removing ongoing nomination rights and interlocks .