Joshua Silverman
About Joshua Silverman
Joshua N. Silverman is PMCB’s Interim Chief Executive Officer, Interim President, and Interim Chairman since October 2022, serving on the board since August 2022; he is 54 and holds a B.A. from Lehigh University (1992) . Background includes co-founding and co-CIO at Iroquois Capital (2003–2016), co-CIO at Vertical Ventures (2000–2003), director at Joele Frank, and prior service as assistant press secretary to the U.S. President; currently managing member at Parkfield Funding LLC (since August 2016) . Pay-versus-performance disclosures show PMCB’s value of a fixed $100 TSR investment at $11.04 (FY2023) and $8.02 (FY2024), with net income improving from a $(4.3)M loss (FY2023) to $0.3M profit (FY2024) . The board explicitly combines the Chairman and CEO roles due to company size and has no lead independent director, while all other directors are independent, raising governance independence considerations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iroquois Capital Management, LLC | Co-founder, Principal, Managing Partner, Co-CIO | 2003–2016 | Structured complex public/private investments; operational/corporate restructuring expertise |
| Vertical Ventures, LLC | Co-Chief Investment Officer | 2000–2003 | Merchant banking; deal execution |
| Parkfield Funding LLC | Managing Member | Since Aug 2016 | Investment management |
| Joele Frank | Director | Not disclosed | M&A advisory |
| U.S. Executive Office | Assistant Press Secretary to the President | Not disclosed | Communications; public sector experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AYRO, Inc. (Nasdaq: AYRO) | Director | Current as of Mar 10, 2025 | Public company directorship |
| TNF Pharmaceuticals, Inc. (Nasdaq: TNFA) | Director | Current as of Mar 10, 2025 | Public company directorship |
| Synaptogenix, Inc. (Nasdaq: SNPX) | Director | Current as of Mar 10, 2025 | Public company directorship |
| Petros Pharmaceutical, Inc. (Nasdaq: PTPI) | Director | Current as of Mar 10, 2025 | Public company directorship |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $197,917 | $375,000 | $375,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed; eligible for performance-based bonus |
| Actual Bonus Paid ($) | $0 | $100,000 | $100,000 |
| All Other Compensation ($) | – | $41,662 | $45,257 |
| Total ($) | $197,917 | $829,585 | $520,257 |
Performance Compensation
| Grant Date | Instrument | Shares | Strike Price | Expiration | Vesting | Grant-date Fair Value |
|---|---|---|---|---|---|---|
| Nov 20, 2023 | Stock Options | 170,000 | $2.18 | 10 years | 50% on grant; 50% on Nov 20, 2024 | $312,923 |
- Pay-versus-performance table (PEO CAP context) indicates FY2024 Summary Compensation Table total $787,923 and Compensation Actually Paid $787,923, TSR value of $8.02 and Net Income $0.3M; FY2023 SCT total $197,917, TSR $11.04 and Net Income $(4.3)M .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | Ownership % | Notes |
|---|---|---|---|
| Nov 1, 2022 | 50,000 | <1% | Director since Aug 2022; options within 60-day rule counted per table methodology |
| May 19, 2023 | 50,000 | <1% | Table based on 16,793,980 shares outstanding |
| Mar 20, 2024 | 220,000 | 2.6% (of 8,453,396) | Footnote (5) applies to Silverman; beneficial ownership reflects warrant/Series B limits methodology |
| Feb 1, 2025 | 220,000 | 3.1% (of 6,904,894) | Includes 170,000 options within 60 days |
| Sep 15, 2025 | 220,000 | 3.16% (of 6,795,779) | Includes options as noted |
- Anti-hedging and pledging: Company policy prohibits hedging, trading on margin, and pledging company securities; mandates pre-clearance of transactions and sets blackout periods .
- Rule 10b5-1 arrangements: No director/officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in FY2025 .
Employment Terms
| Term | Key Provision |
|---|---|
| Interim roles approved | Board approved month-to-month interim CEO/President/Chairman with $375,000 annual salary; discretionary bonus eligibility (Nov 14, 2022) . |
| Executive Compensation Agreement | Effective Jan 1, 2025; executed Aug 8, 2025 . |
| Contract Term | Initial 3-year term; automatic one-year renewals unless 90 days’ notice; non-renewal deemed termination without Cause . |
| Base Salary | $375,000, subject to review/increase . |
| Annual Bonus | Eligible for performance-based bonus; metrics not disclosed . |
| Long-term Incentive Target | Annual LTI awards target grant-date fair value equal to 300% of base salary . |
| Severance (No CoC) | If terminated without Cause or by Executive for Good Reason: 2x base + target bonus (prorated) over 24 months, full vesting of all unvested equity . |
| Severance (With CoC) | If termination occurs within two years after or six months before a CoC: 3x base + target bonus paid lump-sum; full vesting of unvested equity . |
| Death/Disability | Accrued comp; prorated/target bonus; salary continuation (disability); accelerated vesting; life/disability benefits per plans . |
| Clawback | Compensation subject to company clawback policies per law/listing standards . |
| Outside Roles | Agreement permits service as officer/director of other entities, civic activities, and managing personal investments subject to performance of duties . |
Board Governance
- Dual role: Silverman serves as Interim Chairman and Interim CEO/President; the board intentionally combines roles due to company size and has no lead independent director; all other directors are independent .
- Committee independence: Silverman is not listed on committees; Audit, Compensation, and Nominating committees comprise independent directors .
- Committee composition/chairs (FY2024 governance):
- Audit: Robert Weinstein (Chair), Wayne R. Walker, Jonathan L. Schechter; Weinstein is an “audit committee financial expert” .
- Compensation: Jonathan L. Schechter (Chair), Wayne R. Walker, Michael M. Abecassis .
- Nominating: Wayne R. Walker (Chair), Jonathan L. Schechter, Robert Weinstein .
- Meeting attendance: No director attended fewer than 75% of board and committee meetings in FY2023 .
Director Compensation (Policy for Non-Employee Directors)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid to each non-employee director |
| Committee chair retainer | $10,000 | Audit/Comp/Nominating chair |
| Annual option grant | $60,000 grant-date fair value | Granted first business day post-annual meeting; vests at next annual meeting |
| New director option grant | $50,000 grant-date fair value | Granted first business day post-appointment; vests immediately |
Compensation Structure Analysis
- Mix shift and equity: For FY2024, Silverman received $100,000 cash bonus and a one-time option grant with $312,923 grant-date fair value; FY2025 shows no new option awards, with cash comp predominating .
- LTI framework change: New 2025 agreement introduces a formal LTI target at 300% of base salary, potentially increasing equity-based incentives alignment going forward .
- Metrics transparency: Bonus/LTI performance metrics and weightings are not disclosed, indicating discretion by the Compensation Committee .
- Options vesting: 50% immediate and 50% at one-year anniversary for the 170,000-share grant; creates a defined vest date (Nov 20, 2024) that can coincide with potential selling windows subject to pre-clearance and blackout periods .
Risk Indicators & Red Flags
- Governance independence: Combined Chairman/CEO with no lead independent director can reduce oversight rigor despite committees being fully independent .
- Change-in-control severance: 3x base + target bonus lump-sum and full vesting could create sale-related incentives; standard but noteworthy for micro-cap investors .
- Hedging/pledging: Explicit prohibitions reduce misalignment risks; transactions require pre-clearance and observe blackout windows .
- Tax gross-up in peer agreements: CFO’s agreement includes a full Code §280G tax gross-up in CoC scenarios, indicating shareholder-unfriendly precedent within the executive team (Silverman’s agreement does not disclose a gross-up) .
Equity Ownership & Alignment Details
- Ownership scale: Silverman beneficially owns 220,000 shares, including 170,000 options exercisable within 60 days; ownership increased from <1% in 2022/2023 to 3.1%–3.16% in 2025 as outstanding shares declined .
- Anti-dilution capital actions: 2025 Series C financing contains anti-dilution features and potential >20% issuance; dilution risk and anti-takeover effects may impact equity value and governance dynamics .
Employment & Contracts
- At-will interim period (Nov 2022) transitioned to a structured 3-year term in 2025 with automatic renewals, formal severance, and defined LTI targets .
- Non-compete/non-solicit: Not disclosed for Silverman; confidentiality and non-disparagement are included .
Investment Implications
- Alignment improving with higher LTI target while hedging/pledging bans and pre-clearance reduce opportunistic selling; monitor form of equity awards under the 300% LTI target to ensure true performance tethering rather than time-based vesting .
- Governance risk persists from dual Chairman/CEO without a lead independent director; reliance on independent committees partially mitigates but does not eliminate oversight concentration .
- Event risk: Robust CoC severance (3x base + target bonus, full vesting) could bias toward strategic transactions; track board actions around financings and potential M&A triggers .
- Trading signals: No 10b5-1 plans adopted/terminated in FY2025 and strict trading policy suggest limited programmatic selling; option vesting milestone (Nov 20, 2024) was a potential liquidity inflection subject to blackout scheduling .
Sources: PMCB DEF 14A (2022, 2023, 2024, 2025, 2025 Oct), 8-K (Nov 24, 2023), and 10-K (Aug 11, 2025). All citations inline.