Jeff Pavell
About Jeff Pavell
Independent director since December 2022; age 58 as of the 2025 record date. Board-certified physician in Physical Medicine & Rehabilitation, certified in pain medicine; BA from Johns Hopkins University and D.O. with honors from New York College of Osteopathic Medicine . Current roles include Chief of Rehabilitation Medicine at Englewood Health (since Jan 2017), teaching appointments at New York-Presbyterian (since Nov 2021) and Hackensack Meridian School of Medicine (since Dec 2020) . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Englewood Health | Chief of Rehabilitation Medicine | Since Jan 2017 | Clinical leadership |
| New York-Presbyterian | Teaching Staff | Since Nov 2021 | Academic/teaching |
| Hackensack Meridian School of Medicine | Teaching Staff | Since Dec 2020 | Academic/teaching |
| Patient Care Associates (outpatient surgical center) | Partner | Since 2010 | Operations/clinical |
| Physical Medicine and Rehabilitation Center (private practice) | Partner | Since 2002 | Clinical practice |
| FoxWayne Enterprises Acquisition Corp. (SPAC) | Director; Audit Chair; Comp Committee Member | Jan 2021–Jan 2023 | Chaired Audit; member Compensation |
External Roles
| Company | Listing | Role(s) | Tenure |
|---|---|---|---|
| Silo Pharma, Inc. | Nasdaq: SILO | Director; Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee | Since Sep 2022 |
| FoxWayne Enterprises Acquisition Corp. | SPAC | Director; Audit Chair; Compensation Committee Member | Jan 2021–Jan 2023 |
Board Governance
- Independence: The Board deems Jeff Pavell independent (Nasdaq 5605(a)(2)) .
- Committee assignments (HOTH): Member, Compensation Committee (2024 and 2025); not a chair .
- Meetings and attendance: In FY2024 the Board met 2 times; Audit Committee met 4 times; Compensation and Nominating & Corporate Governance committees held 0 meetings; no director fell below 75% attendance threshold .
| Year | Audit Committee Membership | Compensation Committee Membership | Nominating & Corporate Governance Membership | Chair Roles |
|---|---|---|---|---|
| 2024 | Not a member | Member | Not a member | None |
| 2025 (Record Date) | Not a member | Member | Not a member | None |
| FY | Board Mtgs | Audit Mtgs | Comp Mtgs | Nominating Mtgs |
|---|---|---|---|---|
| 2023 | 2 | 4 | 0 | 0 |
| 2024 | 2 | 4 | 0 | 0 |
Additional governance practices:
- No lead independent director; Board believes combined Chair/CEO structure appropriate given company size .
- Anti-hedging/anti-pledging policy covers directors; as of Dec 31, 2024, no director or executive officer had pledged shares .
Fixed Compensation
Non-employee director pay policy: $50,000 cash retainer annually; one-time $6,000 cash upon appointment as a committee chair; reimbursement of Board-related expenses . Jeff Pavell is not disclosed as a committee chair at HOTH .
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 50,000 | – | 15,210 | 65,210 |
| 2024 | 50,000 | – | 43,355 | 93,355 |
Performance Compensation
No performance-conditioned RSUs/PSUs disclosed for directors. Equity is delivered via options that vest immediately upon grant (reducing pay-for-performance rigor).
| Grant Date | Award Type | Shares | Exercise Price | Term | Vesting |
|---|---|---|---|---|---|
| Jul 17, 2023 | Stock Option | 7,500 | $2.59 | Ten-year | Vested in full at grant |
| Jan 5, 2024 | Stock Option | 25,000 | $1.36 | Ten-year | Vested in full at grant |
| Aug 19, 2024 | Stock Option | 25,000 | $0.7548 | Ten-year | Vested in full at grant |
Plan administration and clawback:
- Compensation Committee administers stock plans and company Clawback Policy .
- The 2022 Omnibus Equity Plan includes SEC Rule 10D-style recoupment language for executive incentive comp upon restatement .
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Nature |
|---|---|---|
| FoxWayne Enterprises Acquisition Corp. | With HOTH CEO Robb Knie | Pavell served as director and audit chair (Jan 2021–Jan 2023); Knie served as CEO/CFO/Chair (Oct 2020–Jan 2023) . |
| Silo Pharma, Inc. | None disclosed | External public company directorship; committee roles including chair of nominating & CG . |
Expertise & Qualifications
- Clinical: Board-certified PM&R physician with pain medicine certification; extensive non-operative spine/sports medicine experience .
- Leadership: Clinical department chief; multiple academic appointments .
- Governance: Prior audit chair and compensation committee experience (FoxWayne); current committee leadership at Silo (chair of nominating & CG) .
- Education: BA, Johns Hopkins; D.O. with honors, New York College of Osteopathic Medicine .
Equity Ownership
| Snapshot Date | Beneficially Owned Shares | Ownership % | Options Included |
|---|---|---|---|
| Record Date 2024 | 35,882 | <1% | 32,500 |
| Record Date 2025 | 62,575 | <1% | 57,500 |
- Anti-pledging: No pledges by directors/executives as of year-end 2024 .
- Insider trading policy prohibits short sales, hedging/monetization, and pledging without pre-clearance .
Governance Assessment
- Independence and committee engagement: Pavell is independent and serves on the Compensation Committee, providing clinical and external governance experience; however, committee activity was limited in FY2024 (Comp and Nominating held zero meetings), which may constrain oversight depth in a period of frequent equity-plan amendments .
- Pay-for-performance alignment: Director equity comprises immediately vested options without performance metrics, which weakens alignment with long-term outcomes; cash retainer is modest for a micro-cap, but the equity structure is time-based at grant .
- Ownership “skin-in-the-game”: Beneficial ownership is small (<1%), though increased from 2024 to 2025; no pledging, which is a positive governance signal .
- Potential conflict signals: Prior overlap at FoxWayne with current HOTH CEO (both served contemporaneously) suggests a historical relationship; monitor for any related-party transactions—none reported for directors above threshold in 2023–2024 .
- Structural considerations: No lead independent director and combined Chair/CEO role; Board rationale cites company size, but investors should weigh independence in agenda-setting against this structure .
- Clawback and anti-hedging: Presence of a clawback framework and strict anti-hedging/pledging policy supports governance risk controls .