Kevin Muñoz
About Kevin Muñoz
Kevin Muñoz, age 46, has served as an independent director of Silo Pharma, Inc. since October 2020. He holds a Doctor of Medicine degree from Xavier University School of Medicine and a B.S. in Kinesiology from the University of Michigan, and brings medical and operations experience from roles in clinical practice and education . The Board has formally determined he is independent under Nasdaq rules, and he serves on all three standing committees (Audit, Compensation, Nominating & Corporate Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Passaic County Technical Institute | Instructor, Biomedical Science & Medical Intervention | Since Dec 2021 | Education; STEM curriculum contribution |
| The Physical Medicine and Rehabilitation Center, P.A. | Director of Operations and Medical Assistant | Since Jun 2008 | Operations oversight in sports/spine/orthopedic/neuromuscular care |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Dr. Muñoz |
Board Governance
- Board composition: four directors; three independent (Linsley, Pavell, Muñoz). CEO Eric Weisblum is also Chairman; Board believes a lead independent director is not necessary given company size and CEO familiarity with strategy .
- Committee memberships: Muñoz is a member of Audit, Compensation, and Nominating & Corporate Governance; chairs are held by Wayne Linsley (Muñoz not a chair) .
- Attendance: In FY 2024, Audit Committee held five meetings and five actions by written consent; all members (including Muñoz) attended all meetings. Compensation Committee held two meetings and two consents; Nominating & Corporate Governance held one meeting; all attended. The Board held 4 meetings and 8 written consents; no director attended fewer than 75% of the aggregate meetings of the Board and committees served .
- Risk oversight: Full Board oversees enterprise risk; Audit Committee covers financial/reporting/compliance risks; Compensation Committee reviews incentive-related risk; Nominating & Corporate Governance covers corporate/legal/regulatory risk .
- Independence: Board determined Muñoz meets Nasdaq and SEC independence standards, including Rule 10A‑3 for audit committee service .
Fixed Compensation
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (Director fees) | $25,000 | “Fees earned or paid in cash” for Dr. Kevin Muñoz; no stock/option awards disclosed in the director table . |
| Committee membership fees | Not separately disclosed | Not itemized by committee in proxy . |
| Committee chair fees | Not applicable | Chairs are held by Wayne Linsley . |
| Meeting fees | Not disclosed | No per‑meeting fees specified . |
Performance Compensation
| Award Type | Grant Date | Quantity | Price/Strike | Vesting/Terms |
|---|---|---|---|---|
| Stock Options (right to buy) | May 23, 2025 | 50,000 | $0.429 | Form 4 shows “A” award; vesting schedule not disclosed in Form 4; post‑transaction options owned: 53,425 . |
- Equity plan context: Shareholders approved a First Amendment to the Amended & Restated 2020 Omnibus Equity Incentive Plan, increasing the share reserve to 1,400,000 and adding an evergreen feature (up to 5% annual increase, capped per ISO limit). Adopted Oct 24, 2025 ; full plan summary with clawback and change‑in‑control provisions appears in the 2025 proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No related interlocks reported for Muñoz . |
Expertise & Qualifications
- Medical and clinical operations experience in physical medicine and rehabilitation, with long‑standing operational leadership in a diagnostic/treatment facility .
- Academic involvement in biomedical sciences and medical intervention curriculum (STEM education), supporting domain expertise relevant to a biopharma’s scientific oversight .
- Independent director serving across all governance committees, reinforcing board oversight breadth .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Derivative Holdings |
|---|---|---|---|
| Dr. Kevin Muñoz | 3,425 | <1% (asterisk in proxy) | Post‑award options owned: 53,425 following 50,000 option grant (Form 4) . |
- Anti‑hedging/pledging: Company prohibits short sales, hedging/monetization transactions, and derivative trading in company securities; pledging requires pre‑clearance. As of Dec 31, 2024, no directors or executive officers had pledged shares .
Governance Assessment
-
Positives:
- Independence: Muñoz is independent and serves on Audit, Compensation, and Nominating & Governance, with full attendance, supporting effective oversight .
- Related‑party transactions: None reported for FY 2024 and FY 2025; no family relationships or adverse legal proceedings disclosed, lowering conflict risk .
- Clawback and plan controls: Equity plan includes clawback, change‑in‑control treatment discretion, and clear tax/administrative provisions, aligning with shareholder interests .
-
Watch items / potential signals:
- CEO/Chair duality: Combined CEO/Chair role persists without a lead independent director; Board rationalizes based on company size and strategy familiarity .
- Equity plan expansion with evergreen: 2025 amendment increases share reserve and adds evergreen feature, which can dilute holders over time; warrants monitoring of grant practices to ensure prudent use and alignment with performance .
- Disclosure alignment: Director compensation table for FY 2025 shows cash only for Muñoz, yet a May 2025 Form 4 reports a 50,000 option grant; investors should reconcile year‑end accounting presentation with Form 4 activity for clarity on total director equity compensation .
Director Compensation (Detail)
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| Dr. Kevin Muñoz | $25,000 | — | — | $25,000 |
Committee Assignments, Chair Roles, and Attendance
| Committee | Members | Chair | FY2024 Meetings | Attendance |
|---|---|---|---|---|
| Audit | Linsley, Pavell, Muñoz | Linsley | 5 meetings; 5 consents | All members attended all meetings |
| Compensation | Linsley, Pavell, Muñoz | Linsley | 2 meetings; 2 consents | All members attended all meetings |
| Nominating & Corporate Governance | Linsley, Pavell, Muñoz | Linsley | 1 meeting | All members attended |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post‑Transaction Owned |
|---|---|---|---|---|---|---|
| 2025‑05‑27 | 2025‑05‑23 | A (Award) | Options (right to buy) | 50,000 | $0.429 | 53,425 options |
Related‑Party Transactions (Item 404)
- None reported above threshold for FY 2024 and FY 2025 involving directors, officers, 5% holders, or immediate family; director independence reaffirmed (Muñoz independent) .
Say‑on‑Pay & Shareholder Feedback
- Dec 20, 2024 Annual Meeting outcomes: Say‑on‑Pay approved (For 535,251; Against 104,162; Abstain 11,769; Broker Non‑Votes 1,306,117). Frequency set to every three years (3 years 410,013; 2 years 26,300; 1 year 196,384; Abstain 18,485) .
- Oct 24, 2025 Annual Meeting: All four directors re‑elected; plan amendment and reverse stock split authority approved .
Equity Plan & Clawbacks
- 2025 First Amendment increased share reserve to 1,400,000 and added evergreen; includes clawback provisions permitting recovery of incentive comp following financial restatements; change‑in‑control vesting at plan administrator discretion .
Independence, Hedging/Pledging Policy, and Executive Sessions
- Independence: Muñoz meets Nasdaq Rule 5605(a)(2) and SEC Rule 10A‑3 criteria .
- Hedging/pledging: Prohibited absent pre‑clearance; none pledged as of Dec 31, 2024 .
- Executive sessions: Independent directors meet separately without management on a regular basis .
Governance Summary for Investors
- Muñoz strengthens board effectiveness through independent committee service and full attendance, with no related‑party conflicts disclosed .
- The combined CEO/Chair structure and 2025 equity plan expansion warrant monitoring for alignment and dilution; ensure director equity grants (e.g., Muñoz’s 50,000 options awarded in May 2025) remain tied to performance and disclosed consistently in proxies and Forms 4 .