Joshua Silverman
About Joshua Silverman
Joshua Silverman, age 55, has served as an independent director of Femasys Inc. (FEMY) since November 2023. He is interim CEO, interim President, interim Chairman and Director of PharmaCyte Biotech (since 2022), co-founder and Managing Member of Parkfield Funding LLC, and formerly a Principal/Managing Partner at Iroquois Capital Management; he holds a B.A. from Lehigh University . The Board has determined Mr. Silverman is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PharmaCyte Biotech, Inc. | Interim CEO, Interim President, Interim Chairman, Director | 2022–present | Strategic leadership during transition; governance oversight |
| Parkfield Funding LLC | Co-Founder & Managing Member | Not disclosed (current) | Investment management; capital allocation |
| Iroquois Capital Management, LLC | Principal & Managing Partner; Co-Chief Investment Officer | 2003–2016 | Portfolio strategy; activist engagement |
| Vertical Ventures, LLC | Co-Chief Investment Officer | 2000–2003 | Early-stage investment leadership |
| The White House | Assistant Press Secretary to the President of the United States | Not disclosed | Communications and public affairs |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AYRO, Inc. | Director | Current | Micro-cap EV/technology governance |
| TNF Pharmaceuticals, Inc. | Director | Current | Biopharma governance |
| Petros Pharmaceuticals, Inc. | Director | Current | Pharma governance |
| Synaptogenix, Inc. | Director | Current | CNS/biotech governance |
| PharmaCyte Biotech, Inc. | Interim CEO/President/Chairman/Director | 2022–present | Interlock risk as major FEMY holder (see below) |
Board Governance
- Independence: Independent director (Nasdaq) .
- Committee assignments: Member, Nominating & Corporate Governance Committee; committee chaired by Alistair Milnes (members: Milnes, Larsen, Silverman) . Not a member of Audit or Compensation Committees .
- Attendance and engagement: Board held 5 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings while serving; all directors attended the 2024 annual meeting .
- Board leadership: Board chaired by Charles Larsen (independent); separation of Chair and CEO; committees oversee specific risk areas .
Fixed Compensation
| Metric (FY 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $38,750 |
| All Other Compensation | — |
Policy reference (not individual-specific amounts): Annual cash retainer for directors $40,000; additional $35,000 for non-executive chair; committee member fees: Audit $10,000 (chair $20,000), Compensation $7,500 (chair $15,000), Nominating & Corporate Governance $5,000 (chair $10,000); increases effective Jan 1, 2025 for Audit/Comp .
Performance Compensation
| Equity Award | Share Count/Terms | Vesting | Value (FY 2024 grant-date fair value) |
|---|---|---|---|
| Director Option Award (annual policy) | Option to purchase 17,600 shares at the annual meeting closing price | Vests after 1 year of service; accelerates immediately prior to Change in Control | Not individually disclosed by share count; policy-based |
| New Director Initial Option (policy) | Option to purchase 35,200 shares at appointment date closing price | Vests in three equal annual installments over 3 years; accelerates immediately prior to Change in Control | Policy-based |
| Joshua Silverman – Awards (FY 2024) | Notional options under policy; specific share count not disclosed | As per policy | $16,693 (grant-date fair value) |
- Plan mechanics and performance metrics: The 2021 Equity Incentive Plan permits time-based and performance-conditioned awards; performance goals may include regulatory milestones, TSR, EBITDA, net income, revenue, operating income, cash flow, ROIC/ROE/ROA, margins, EPS, market share, and customer metrics; Committee can modify goals if unsuitable .
- Change-of-control: By default, a change-in-control does not automatically accelerate awards; if not assumed/substituted, Committee may accelerate vesting or settle awards; if assumed and service is terminated without cause within 24 months post-transaction, unvested equity vests and is settled per plan terms .
- Clawback: Awards under the 2021 Plan are subject to mandatory recoupment under governance guidelines and applicable laws/listing standards . Executive cash/equity incentive clawback policy filed per Dodd-Frank/Nasdaq .
Other Directorships & Interlocks
| Entity | Relationship to FEMY | Director’s Role | Interlock/Conflict Notes |
|---|---|---|---|
| PharmaCyte Biotech, Inc. | 19.99% beneficial owner via convertible note and warrants (subject to cap) | Interim CEO/President/Chairman/Director | Potential influence risk: director leads a major shareholder; Board independence disclosed, but interlock is a governance sensitivity |
| AYRO, TNF Pharmaceuticals, Petros Pharmaceuticals, Synaptogenix | No disclosed transactions with FEMY | Director | Monitor for future related-party transactions; none disclosed |
Expertise & Qualifications
- Capital markets and activist investing background (Iroquois Capital; Parkfield Funding) .
- Biotech operating leadership (PharmaCyte interim CEO/Chairman) .
- Public company board experience across multiple micro/small-cap issuers (AYRO, TNF, Petros, Synaptogenix) .
- Communications experience in federal government (Assistant Press Secretary to POTUS) .
- Education: B.A., Lehigh University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Joshua Silverman | 5,667 | <1% |
- Vested vs. unvested breakdown: Not disclosed for directors.
- Pledging/Hedging: Company states no standalone anti-hedging policy; directors subject to insider trading policy; hedging policy absence is a governance weakness for alignment .
- Ownership guidelines: Not disclosed for directors.
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (FY 2024) | All directors and officers timely filed required ownership reports |
Governance Assessment
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Strengths:
- Independent status; clear committee assignment on Nominating & Corporate Governance; Board chaired by an independent director; structured committee oversight; meeting attendance thresholds met .
- Director compensation skewed toward equity options, aligning pay with shareholder returns; plan prohibits option/SAR repricing without shareholder approval; change-in-control protections balanced by non-automatic acceleration .
- Clawback coverage for plan awards and executive incentives .
-
Risks/Red Flags:
- Interlock/conflict sensitivity: Mr. Silverman leads PharmaCyte Biotech, a ~19.99% beneficial owner of FEMY via convertible securities, which could create perceived influence or conflicts despite independence designation; heightened scrutiny warranted on related-party exposure and votes affecting PharmaCyte’s economic interests .
- Low share ownership (<1%) may limit “skin-in-the-game” signal; absence of anti-hedging policy reduces alignment safeguards .
- No disclosed director-specific performance metrics or ownership guidelines; equity awards appear primarily time-based under policy, with limited performance conditioning for directors .
-
Implications for investors:
- Monitor committee actions and any transactions involving PharmaCyte or entities associated with Mr. Silverman; review 8-K vote outcomes for director elections and equity plan amendments for potential influence dynamics .
- Engagement signals are acceptable (attendance), but alignment could be improved via formal anti-hedging policy and ownership guidelines for directors .