Sandra L. Silberman
About Sandra L. Silberman
Sandra L. Silberman, MD PhD, is Chief Medical Officer at CNS Pharmaceuticals, serving since December 2017 and full-time since January 2025 . She is 71 years old and a hematologist/oncologist with prior development leadership at Bristol-Myers Squibb, AstraZeneca, Imclone, and Roche; her academic credentials include B.A., Sc.M., Ph.D. from Johns Hopkins and an M.D. from Cornell, followed by clinical and research fellowships at Brigham & Women’s Hospital and Dana-Farber Cancer Institute . Company performance context: the value of an initial $100 investment (TSR) was $11.40 in 2022, $52.92 in 2023, and $0.19 in 2024, while net losses were $15.3M (2022), $18.9M (2023), and $14.9M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Drug development leadership | Not disclosed | Advanced proprietary compounds into Phases I–III |
| AstraZeneca | Drug development leadership | Not disclosed | Advanced proprietary compounds into Phases I–III |
| Imclone | Drug development leadership | Not disclosed | Advanced proprietary compounds into Phases I–III |
| Roche | Drug development leadership | Not disclosed | Advanced proprietary compounds into Phases I–III |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moleculin Biotech, Inc. | Chief Medical Officer for new products (part-time) | Nov 2017 – Dec 2024 | Advanced original compounds; concurrent external CMO role while at CNS |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $200,000 | $200,000 |
| Target Bonus (% of base) | 40% | 40% |
| Actual Non-Equity Incentive ($) | $61,200 (76.5% of potential; payable only upon completion of sufficient financing) | $88,436 (99.5% of potential) |
| Stock Awards – Grant-Date Fair Value ($) | $4,784 | – |
| Option Awards – Grant-Date Fair Value ($) | $4,168 | $73,205 |
| Total Compensation ($) | $270,152 | $361,641 |
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2023) | Clinical trial progress for Berubicin; funding; IP goals | Not disclosed | 40% of base salary | 76.5% attainment; payable only upon sufficient financing | $61,200 | Annual cash payout |
| Annual Bonus (2024) | Funding sufficiency; IP development; NDA preparatory activities for Berubicin | Not disclosed | 40% of base salary | 99.5% attainment | $88,436 | Annual cash payout |
| RSU – Time-based | Service in role | 25% of RSU grant | Serve on each vest date | Not disclosed | 25% of RSU grant | Vests in four equal annual installments over 4 years |
| RSU – Price Target 1 | 10-day avg closing price exceeds threshold within 24 months | 25% of RSU grant | $60.00 (pre-split; subject to pro rata adjustment for stock splits) | Not disclosed | 25% of RSU grant | Vests upon achievement within 24 months |
| RSU – Price Target 2 | 10-day avg closing price exceeds threshold within 36 months | 25% of RSU grant | $120.00 (pre-split; subject to pro rata adjustment for stock splits) | Not disclosed | 25% of RSU grant | Vests upon achievement within 36 months |
| RSU – Clinical | “Positive Interim, Clinical Data” within 24 months (Board-defined) | 25% of RSU grant | Achieve interim positive data | Not disclosed | 25% of RSU grant | Vests upon achievement within 24 months |
Note: RSU price targets were subsequently presented post-reverse-split at scaled thresholds ($1,800,000 and $3,600,000) but explicitly “subject to pro rata adjustment for stock splits or similar events,” preserving economic equivalence .
Equity Ownership & Alignment
- Anti-hedging policy prohibits hedging transactions in Company equity; no pledging disclosures are provided .
- Clawback policy adopted Oct 2, 2023 mandates recoupment of erroneously awarded incentive compensation upon a required restatement (3-year lookback) .
Total beneficial ownership and composition:
| Metric | Mar 21, 2024 (Record Date) | Oct 10, 2025 (Record Date) |
|---|---|---|
| Shares Beneficially Owned | 8,813 (includes 260 RSUs vesting within 60 days) | 5 (consists entirely of options exercisable within 60 days) |
| % of Class | <1% (“*” denoted by company) | <1% (“*” denoted by company) |
Outstanding equity awards (as of FY 2024 year-end):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| 12/22/2017 | 1 | – | 40,500 | 12/22/2027 | Pre-split strike shown; 4-year equal annual vesting across grants |
| 6/28/2019 | 1 | – | 1,800,000 | 6/28/2029 | 4-year vest schedule |
| 2/5/2021 | 1 | – | 3,024,000 | 2/5/2031 | 4-year vest schedule |
| 4/28/2022 | – | – | – | – | RSUs tied to price/data milestones (see above) |
| 3/29/2023 | 1 | 2 | 29,880 | 3/27/2033 | 4-year vest schedule |
| 4/7/2024 | 1 | – | 7,758 | 4/27/2034 | 4-year vest schedule |
Recent equity grants approved (subject to stockholder approval of plan share increase):
| Grant Cohort | Options (#) | Strike ($) | Term | Approval Context |
|---|---|---|---|---|
| Sandra L. Silberman (Mar 11, 2025) | 2,441 | $30.00 | 10 years | 2020 Plan share increase; options vest over 2 years |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start | Joined CNS in December 2017; initially part-time |
| Time Commitment | Committed 100% of time as of January 2025 (previously 50%) |
| Employment Letter | Employment letter dated June 28, 2019 (part-time commitment specified) |
| Severance | Not disclosed for Dr. Silberman (CEO severance terms only disclosed) |
| Change-of-Control | 2020 Plan permits discretionary acceleration of vesting; performance goals deemed satisfied at target; Committee may cash out options at intrinsic value or arrange assumption by acquirer |
| Clawback | Dodd-Frank Restatement Recoupment Policy effective Oct 2, 2023 |
| Hedging/Pledging | Anti-hedging policy enforced; pledging not specifically addressed |
| Ownership Guidelines | Not disclosed |
Board Governance Touchpoints (Compensation Oversight)
- Compensation Committee composition: 2024 – Dr. Gumulka (Chair), Mr. Keyes, Dr. Cockroft ; 2025 – Ms. Mahery (Chair), Dr. Gumulka, Dr. Cockroft .
- Committee responsibilities include executive pay review, equity plan administration, and director compensation oversight .
Performance & Track Record Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial $100 Investment (TSR) | $11.40 | $52.92 | $0.19 |
| Net Loss ($ thousands) | $(15,274) | $(18,851) | $(14,858) |
Compensation Structure Analysis
- Shift toward options and RSUs: Increased option grant value in 2024 ($73,205) and 2025 grants indicate continued equity emphasis; RSUs include multi-pronged performance gates (stock price thresholds and clinical milestones), enhancing at-risk pay alignment .
- Discretionary bonuses: The Compensation Committee retains full discretion; 2023 awards were contingent on completion of financing, evidencing cash conservation and capital-linked incentives .
- Repricing controls: Plan prohibits option/SAR repricing without stockholder approval; no tax gross-ups; fixed 10-year plan term (to 2030), aligning with governance best practices .
Risk Indicators & Red Flags
- Extremely high post-split option strike prices (e.g., $3,024,000; $1,800,000) render legacy grants far out-of-the-money, materially reducing near-term exercise/sell pressure; new awards carry more actionable strikes and shorter vesting (2 years), which may create event-driven unlocks if milestones are met .
- Anti-hedging policy lowers misalignment risk; pledging status not disclosed .
- No related party transactions involving Dr. Silberman disclosed for 2023–2024 .
Investment Implications
- Pay-for-performance: Annual bonuses are tightly tied to financing, IP, and regulatory milestones; 2024’s 99.5% payout suggests strong internal progress on funding, IP, and NDA preparation, potentially signaling execution momentum into regulatory cycles .
- Selling pressure: Legacy options appear deeply out-of-the-money post reverse split, limiting forced exercises and sales; 2025 option grant (2,441 @ $30) with 2-year vesting introduces nearer-term equity unlocks and possible incremental selling pressure if stock appreciates or milestones hit .
- Alignment: Personal share ownership is de minimis (<1% in both 2024 and 2025), but RSU structures tied to stock price and clinical data provide alignment via performance-dependent vesting; absence of pledging disclosures reduces collateralization risk .
- Retention risk: The move to full-time commitment (Jan 2025) and the presence of performance-contingent RSUs/options likely enhance retention; lack of a disclosed individual severance package means retention relies more on equity upside and corporate milestones .