Joshua Silverman

About Joshua Silverman

• Executive Chairman of Q/C Technologies, Inc. and a director; he signed and issued the Company’s October 20, 2025 definitive proxy and November 14, 2025 Form 8‑K as Executive Chairman .
• Contact noted in proxy solicitation materials; telephone: (512) 994‑4917 .
• Age and education are not disclosed in available documents; tenure dates are not disclosed.
• Company developments during his leadership include a September 2025 private placement of Series H Preferred Stock and warrants (approx. $7.0 million gross proceeds) and an acquisition via MIPA of LPU Holdings LLC; both items required shareholder authorization at the November 2025 special meeting .

Past Roles

Not disclosed in available documents.

External Roles

Not disclosed in available documents.

Fixed Compensation

Base salary, target/actual bonus, and cash compensation are not disclosed in available documents.

Performance Compensation

RSU and Equity Awards – Joshua Silverman

| Awardee | Grant Date | Award Type | Shares/Units | Vesting Trigger | Status | |---|---|---:|---|---| | Joshua Silverman | Oct 3, 2025 | RSUs (Initial Grant) | 8,644 | Fully vested at grant | Vested Oct 3, 2025 | | Joshua Silverman | Oct 3, 2025 | RSUs (Additional Grant) | 91,356 | Issuance and full vesting upon shareholder approval to increase shares under the 2021 Plan | Shareholders approved the plan increase Nov 14, 2025; grant terms provide issuance and full vesting upon approval |

• The 2021 Equity Incentive Plan permits performance awards with a broad list of permissible performance criteria (e.g., revenues, EBITDA, gross margin, EPS, cash flow, TSR, market share, etc.); the October 3, 2025 RSU grants to Silverman were time/approval‑based rather than tied to disclosed performance metrics .

Director RSU Awards – Oct 3, 2025

• Shareholders approved increasing the 2021 Plan reserve by 1,375,000 shares to 1,400,000 at the Nov 14, 2025 special meeting, satisfying the vesting/issuance condition for the “Additional” RSUs .

Equity Ownership & Alignment

As of the special meeting record date (September 18, 2025):

• Shares outstanding on record date: 2,052,974 common shares .
• No disclosure found on hedging or pledging by Silverman; the Plan references potential recoupment via a Company clawback policy “if any,” as approved or modified by the Board from time to time .

Employment Terms

• Employment agreement terms, severance multiples, change‑of‑control triggers, accelerated vesting policies, non‑compete/non‑solicit provisions, and tax gross‑ups are not disclosed in special meeting materials and available 8‑Ks for the period reviewed.

Board Governance

• Role: Executive Chairman and Board director; appointed to serve as proxy for the special meeting .
• Committee memberships/chair positions, attendance, independence status, lead independent director role, and executive sessions are not disclosed in the special meeting filings.
• The Plan indicates awards to non‑employee directors are permitted; as of record date, the Company had 4 non‑employee directors eligible under the Plan .

Director Compensation

• Equity: RSU awards granted on Oct 3, 2025 to outside directors with immediate vesting for initial grants and full vesting upon plan approval for additional grants (see table above) .
• Cash retainers, chair/membership fees, meeting fees, and DSU programs are not disclosed in the special meeting filings.

Say‑on‑Pay & Shareholder Feedback

Special meeting vote results (Nov 14, 2025):

• The Board unanimously recommended “FOR” all proposals in the proxy materials .
• Market value of common stock on record date: $3.90 per share .

Compensation Structure Analysis

• Immediate vest RSUs (Initial Grants) and “approval‑based full vest” Additional RSUs indicate an emphasis on time/approval‑based equity rather than disclosed financial/operational performance metrics for these specific awards .
• The Plan’s expansion from 25,000 shares (post reverse splits) to 1,400,000 shares increases the capacity for future equity awards to directors and executives .
• The Issuance Proposal and Plan amendment expand potential dilution capacity (including preferred conversions and warrants), which can affect alignment signals and future selling pressure once securities are registered and/or become exercisable/convertible .

Performance & Track Record

• Financing and strategic actions in 2H 2025 included: the Series H private placement (~$7.0 million gross proceeds), investor and placement agent warrants, and acquisition of LPU Holdings LLC, each requiring special meeting approvals to issue underlying shares above the 20% threshold .
• Company performance metrics (revenues, EBITDA) and stock performance during Silverman’s tenure are not disclosed in these documents; GetFinancials mapping for QCLS was unavailable, and no annual CD&A proxy was provided in the dataset.

Related Party Transactions & Risk Indicators

• Dilution risk highlighted explicitly in proxy: potential issuance of Series H/I conversion shares, warrants, advisory and milestone shares could materially dilute existing holders and pressure share price; reverse split also discussed for listing compliance .
• The Plan prohibits repricing stock options/SARs without shareholder approval; clawback language references recoupment under a Company policy “if any” .
• No disclosures found regarding legal proceedings, SEC investigations, hedging/pledging by Silverman, tax gross‑ups, or executive option repricings in the reviewed materials.

Compensation Peer Group

Not disclosed in available documents.

Expertise & Qualifications

Not disclosed in available documents.

Work History & Career Trajectory

Not disclosed in available documents.

Compensation Committee Analysis

• Plan Administration Committee (compensation committee or other Board‑designated body) manages awards, performance goals, and interpretations under the equity plan; specific individuals and any external consultants were not named in the materials reviewed .

Employment Terms Summary – Change‑of‑Control

• Not disclosed for Joshua Silverman; for capital structure securities, preferred stock and warrants include conversion, voting, and adjustment provisions (Series H/I) with registration obligations and liquidity damages for failures, but those are security terms rather than Silverman’s employment terms .

Investment Implications

• Near‑term equity supply overhang: Approval to issue >20% of outstanding through preferred conversions and warrants, plus a large Plan share increase, raises dilution risk and potential insider and holder selling pressure as instruments become registered, vested, and/or exercisable .
• Alignment: Silverman’s October 3 RSU awards provide equity exposure; the Additional RSUs vest in full upon plan expansion approval, suggesting retention focus rather than explicit financial performance linkage for these grants .
• Governance: Dual role as Executive Chairman (non‑independent) with board representation concentrates influence; specifics on board committees and independence safeguards are not provided in these materials, warranting follow‑up in the Company’s next annual proxy .
• Execution risk: The Company’s strategic financing and acquisition program (Series H financing and LPU acquisition) are capital‑intensive and depend on successful registration and market acceptance, which can impact future trading dynamics and compensation realizations .