Joshua Silverman
About Joshua N. Silverman
Independent Chairman of the Board at Petros Pharmaceuticals (PTPI); joined the board in December 2020 (initially as Vice Chairman) and currently serves as Chairman . Age 54, B.A. from Lehigh University; background in investment management (co‑founder and former co‑CIO of Iroquois Capital), corporate governance, and special situations; interim CEO/Chair roles at other small-cap companies . Board tenure: 2020–present; designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parkfield Funding LLC | Managing Member | Current | Investment and financing leadership |
| Iroquois Capital Management, LLC | Co‑founder; Principal & Managing Partner; Co‑Chief Investment Officer | 2003–2016 | Structured complex investments in public/private companies |
| Vertical Ventures, LLC | Co‑Chief Investment Officer | 2000–2003 | Merchant banking; deal structuring |
| Joele Frank | Director | Prior to 2000 | M&A communications advisory |
| Office of the U.S. President | Assistant Press Secretary | Prior | Government communications experience |
External Roles
| Company | Ticker | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| AYRO, Inc. | AYRO | Director; acting CEO | Since 2020 | Governance/leadership; electric vehicles |
| PharmaCyte Biotech, Inc. | PMCB | Director; Interim Chairman, Interim CEO & Interim President | Director since Aug 2022; Interim roles since Oct 2022 | Oversight during transition |
| MYMD Pharmaceuticals, Inc. | MYMD | Director | Since Sept 2018 | Biopharma governance |
| Marker Therapeutics, Inc. | — | Former Director | 2016–2018 | Prior biotech board service |
| Protagenic Therapeutics, Inc. | — | Former Director | 2016–2022 | Prior biotech board service |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Silverman is independent under Nasdaq rules .
- Attendance and engagement: Board held seven meetings in 2023; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2023 annual meeting .
- Board size/changes: Board reduced to three members by Oct‑2024; prior year five; resignations included John D. Shulman (Oct 1, 2024) and Gregory Bradley (Oct 2, 2024) .
- Policies: Company prohibits hedging and pledging of company stock by insiders (alignment safeguard) .
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Cash fees (retainer and any chair fees) | $233,333 | FY 2023 | Chairman compensation; non‑chair non‑employee directors receive $60,000; Vice Chairman $200,000 policy reference |
| Cash fees (policy reference) | $60,000 / $200,000 | Policy | Annual retainer for non‑employee directors; Vice Chairman retainer |
Performance Compensation
| Award Type | Grant Date | Qty | Exercise Price | Vesting | Expiration | Fair Value |
|---|---|---|---|---|---|---|
| Stock Options | Apr 10, 2023 | 39,000 | $0.99 | Vested Apr 10, 2024 (service‑based) | Apr 10, 2033 | — (committee grant detail) |
| Stock Options | Dec 21, 2023 | 40,000 | $1.41 | Vested Apr 10, 2024 (service‑based) | Dec 21, 2033 | — (committee grant detail) |
| Director Option Value (reported) | FY 2023 | — | — | — | — | $75,965 (Black‑Scholes) |
No disclosed director PSUs/RSUs counts for Silverman in 2023; the proxy notes late‑filed Form 4s for directors related to RSUs granted Jan 20, 2023 but does not quantify Silverman’s RSUs in that item .
Other Directorships & Interlocks
| Company | Relationship to PTPI | Potential Interlock/Conflict Consideration |
|---|---|---|
| AYRO, PMCB, MYMD | External board/executive roles | Time/attention risks typical for multi‑board service; no PTPI related‑party transactions disclosed with these issuers |
| Juggernaut Capital entities | 5%+ holder; payment for advisory services to JCP III AIV | Related‑party payment ($125,000) to a fund affiliated with former director John Shulman; not linked to Silverman personally in disclosure |
Expertise & Qualifications
- Financial, leadership, and operational expertise; special situations investing; corporate restructuring and governance; experience as interim CEO/Chair .
- Industry exposure spans biopharma, EV/sustainable tech, and capital markets .
Equity Ownership
| Holding Detail | Shares | Status | % of Class | Source/Date |
|---|---|---|---|---|
| Common Stock (direct) | 11,238 | Vested | — | Record Date Feb 19, 2025 |
| Restricted Common Stock | 1,000,000 | Restricted | — | Record Date Feb 19, 2025 |
| Stock Options | 84,000 | Vested or vest within 60 days of Record Date | — | Record Date Feb 19, 2025 |
| Total Beneficial Ownership | 1,100,238 | Beneficial | 3.67% | Record Date Feb 19, 2025 |
Anti‑hedging and anti‑pledging policy mitigates hedging/pledging risks . No pledging disclosed. Ownership guidelines for directors are not disclosed.
Governance Assessment
- Strengths: Independent chair with deep capital markets and restructuring experience; active committee leadership (Compensation Chair) and independent committee composition; documented attendance and anti‑hedging/anti‑pledging policies support alignment .
- Alignment: Material equity exposure through restricted stock and options; 3.67% beneficial ownership as of Feb 19, 2025 enhances skin‑in‑the‑game .
- Red flags and monitoring items:
- Highly dilutive capital structure moves under current board leadership: 2025 special meeting proposals to approve issuance tied to 40M Series A/B warrants (potential ~1.065B shares), reverse split authority up to 1‑for‑500 (plus prior authority up to 1‑for‑25), 1.0B increase to the 2020 Plan, and authorized share increase to 7.0B—each indicating significant dilution/recapitalization pressure and investor confidence risk .
- Zero exercise price feature on Series B warrants signals likely non‑cash exercises and further dilution; board emphasizes compliance with Nasdaq Rule 5635(d) and necessity to maintain listing, but shareholders should scrutinize related party and major holder implications and voting power shifts .
- Late Form 4 filings for directors on prior RSU grants (procedural red flag, though corrected) .
Overall: Silverman’s independence and committee leadership are positives; however, aggressive capital measures and extreme share authorization/plan scale materially affect shareholder dilution and governance optics. Continuous monitoring of dilution, equity plan usage, and potential interlocks (given multiple external roles) is warranted .