Wayne Linsley
About Wayne Linsley
Wayne D. Linsley (age 68) has served as an independent director of Hoth Therapeutics since April 2020. He brings 40+ years of business management experience across sales, finance, accounting, audit support, and SEC reporting, and holds a BBA from Siena College. The Board has designated him an “audit committee financial expert,” reflecting deep financial and reporting acumen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial reporting firm (public-company clients) | Senior professional (financial reporting, audit support, SEC filings) | 2009–Sep 2021 | Negotiated audit fees/transfer agents; extensive 10-K/10-Q/8-K/EDGAR experience |
| Various companies | Business management (sales, finance, accounting) | ~40 years | Broad operational finance background supporting oversight credibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DatChat Inc. (Nasdaq: DATS) | Independent Director | Current | Chair: Audit, Compensation, Nominating & Corporate Governance |
| Silo Pharma, Inc. (Nasdaq: SILO) | Independent Director | Current | Chair: Audit, Compensation; Member/Chair roles as disclosed |
| Interlock (HOTH peer board connectivity) | Silo Pharma overlap with HOTH director Jeff Pavell | Current | Pavell also a Silo director; potential information-flow interlock |
Board Governance
- Independence: The Board determined Linsley is independent under Nasdaq Listing Rule 5605(a)(2) .
- Tenure: Director since April 2020 .
- Committee leadership (as of 2025 record date): Chair of Audit, Chair of Compensation, Chair of Nominating & Corporate Governance; all members independent .
- Attendance: In FY2024, the Board held 2 meetings; Audit held 4; Compensation and Nominating held 0; no director attended fewer than 75% of aggregate Board/committee meetings. All then-current directors attended the 2024 annual meeting .
- Lead independent director: Not appointed; Board cites small size and majority independence to mitigate combined CEO/Chair structure .
- Anti-hedging/pledging: Company prohibits hedging and restricts pledging; as of Dec 31, 2024, no director or executive officer had pledged shares .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Chair Cash Fee (Policy) | Notes |
|---|---|---|---|
| 2024 | $50,000 (paid) | $6,000 one-time upon appointment (policy) | Committee chair policy disclosed; specific chair fee payments not itemized per director |
| 2023 | $50,000 (paid) | $6,000 one-time upon appointment (policy) | Committee chair policy disclosed; specific chair fee payments not itemized per director |
Cash vs equity mix for Linsley:
- 2024: Cash $50,000; Option award grant-date fair value $43,355; Total $93,355 → Cash ~53.5%, Options ~46.5% .
- 2023: Cash $50,000; Option award grant-date fair value $15,210; Total $65,210 → Cash ~76.7%, Options ~23.3% .
Performance Compensation
| Grant Date | Instrument | Shares/Options | Strike | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Aug 19, 2024 | Stock options | 25,000 | $0.7548 | Vested in full upon grant | 10-year | Included in 2024 total $43,355 |
| Jan 5, 2024 | Stock options | 25,000 | $1.36 | Vested in full upon grant | 10-year | Included in 2024 total $43,355 |
| Jul 17, 2023 | Stock options | 7,500 | $2.59 | Vested in full upon grant | 10-year | $15,210 (grant-date fair value) |
- No RSUs/PSUs or performance metric-based pay disclosed for directors (e.g., revenue, EBITDA, TSR/ESG targets). Director equity awards are time-based options that vest immediately upon grant .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Positions | Interlock/Notes |
|---|---|---|---|---|
| DatChat Inc. (DATS) | Technology/communications | Independent Director | Chair: Audit, Compensation, Nominating & Corporate Governance | None disclosed |
| Silo Pharma (SILO) | Biopharma | Independent Director | Chair: Audit, Compensation (and committee roles) | Interlock: HOTH director Jeff Pavell also on Silo’s board |
Expertise & Qualifications
- Audit committee financial expert per Item 407(d)(5) of Regulation S-K .
- Extensive SEC reporting and financial statement expertise; experience negotiating audit-related services (audit fees, transfer agents, EDGAR) .
- BBA, Siena College (Loudonville, NY) .
Equity Ownership
| As of Record Date | Beneficial Ownership (Shares) | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Jun 13, 2025 | 61,154 | * (<1%) | Includes options to purchase up to 61,020 shares exercisable within 60 days |
| Jun 14, 2024 | 36,154 | * (<1%) | Includes options to purchase up to 36,020 shares exercisable within 60 days |
| Pledging/Hedging | — | — | Company policy prohibits hedging; pledging restricted; none pledged by directors/executives as of Dec 31, 2024 |
Governance Assessment
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Strengths
- Independent director and designated audit committee financial expert; chairs all three key committees, enhancing oversight of financial reporting, pay, and nominations .
- Attendance: met ≥75% threshold; audit committee actively met (4x) in FY2024; directors attended the 2024 annual meeting, indicating engagement .
- Anti-hedging/pledging policy with no pledges reported, supporting alignment and risk control .
- Director equity via options aligns incentives with shareholder value creation; consistent, modest cash retainer .
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Watch items / RED FLAGS
- Concentration of committee leadership in one individual (Audit, Compensation, Nominating) can create key-person risk and may constrain diversity of oversight perspectives .
- Committee activity gaps: Compensation and Nominating committees held zero meetings in FY2024 (and FY2023), which may signal limited formal cadence on pay/governance processes despite chair roles; investors may seek evidence of robust off-cycle actions or written consents .
- Interlock risk: Shared Silo Pharma board service with HOTH director Jeff Pavell could introduce perceived information-flow conflicts; monitor any related-party ties or transactions (none disclosed for directors; Company maintains formal RPT policy) .
- Ongoing equity plan expansion and director option grants increase dilution potential; Board disclosed run-rate/overhang analysis and sought shareholder approval, but investors should watch grant pacing and role-based equity sizing for non-employee directors .
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Overall: Linsley’s deep financial/reporting expertise and multi-committee leadership are positives for a micro-cap biotech; governance quality would be further evidenced by regular Compensation/Nominating committee activity disclosures and continued avoidance of related-party transactions .
No director-specific related-party transactions, legal proceedings, or pledging were disclosed; Company’s Insider Trading Policy prohibits hedging and restricts pledging .