Wayne Linsley
About Wayne Linsley
Wayne D. Linsley is an independent director of Silo Pharma, Inc., serving on the Board since January 2020, with over 40 years of business management experience and a Bachelor of Science in Business Administration from Siena College; the Board has designated him an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K and determined he is independent under Nasdaq rules . He also serves on the boards of Hoth Therapeutics, Inc. (NASDAQ: HOTH) since April 2020 and DatChat, Inc. (NASDAQ: DATS) since August 2021, bringing public company governance experience and financial reporting background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CFO Oncall, Inc. | Vice President of Operations | 2014 – Sep 2021 | Financial reporting/controller services background |
| CFO Oncall, Inc. | Independent Contractor | 2012 – 2014 | Financial reporting/controller services background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoth Therapeutics, Inc. (NASDAQ: HOTH) | Director | Apr 2020 – present | Board service; committee roles not disclosed |
| DatChat, Inc. (NASDAQ: DATS) | Director | Aug 2021 – present | Board service; committee roles not disclosed |
Board Governance
- Committee leadership: Linsley chairs the Audit, Compensation, and Nominating & Corporate Governance Committees; all three committees comprise Linsley, Dr. Jeff Pavell, and Dr. Kevin Muñoz, each determined independent under Nasdaq rules .
- Audit expertise: The Board determined Linsley qualifies as an audit committee financial expert; all Audit Committee members meet Nasdaq financial literacy requirements .
- Independence and structure: The Board has four directors, three independent; the CEO also serves as Chairman, and the Board states a lead independent director is not necessary given company size and CEO familiarity with operations .
- Attendance: The proxy states all committee members attended all committee meetings while members; none of the directors attended fewer than 75% of the aggregate Board and committee meetings during 2024 .
- Meeting cadence (FY 2024): Audit Committee held five meetings and acted by consent five times; Compensation Committee held two meetings and two consents; Nominating & Corporate Governance held one meeting and no consents (as reported in one section) .
Note: Elsewhere the proxy reports Board held 4 meetings/8 consents; Audit Committee 4/3; Compensation 0/1; Nominating 0/1; despite this discrepancy, attendance thresholds were met and “all members” attended all committee meetings while serving .
- Compensation Committee interlocks: None; no member has been an officer/employee of the company, and no executive officer serves on another issuer’s board/compensation committee with reciprocal ties to SILO .
- Related-party transactions: No related-party transactions above the lesser of $120,000 or 1% of average year‑end total assets in 2024–2025; Board affirms independence of Linsley, Pavell, and Muñoz .
- Insider trading controls: Hedging, short sales, and most pledging are prohibited; as of Dec 31, 2024, no directors or executives had pledged shares .
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Fees earned or paid in cash ($) | $45,000 |
| Stock awards ($) | — |
| Option awards ($) | — |
| Non‑equity incentive plan compensation ($) | — |
| Nonqualified deferred compensation earnings ($) | — |
| All other compensation ($) | — |
| Total ($) | $45,000 |
- Program notes: Director compensation program is intended to align with long‑term shareholder interests; directors are reimbursed for reasonable expenses; in 2024, no additional compensation or equity awards were paid beyond what’s disclosed .
Performance Compensation
| Metric | FY 2025 |
|---|---|
| Annual equity grant (RSUs/PSUs) | None disclosed for non‑employee directors |
| Option awards (strike/expiration/vesting) | None disclosed for non‑employee directors |
| Performance metrics tied to director pay (TSR/EBITDA/ESG) | None disclosed for non‑employee directors |
| Meeting fees/committee chair fees breakdown | Not disclosed; only cash fees totals shown |
Other Directorships & Interlocks
| Company | Market | Role | Tenure | Notable Interlock |
|---|---|---|---|---|
| Hoth Therapeutics, Inc. | NASDAQ: HOTH | Director | Since Apr 2020 | Fellow SILO director Dr. Jeff Pavell also a HOTH director since Dec 2022 |
| DatChat, Inc. | NASDAQ: DATS | Director | Since Aug 2021 | None disclosed |
Expertise & Qualifications
- 40+ years of business management experience, with public company board service and financial reporting background .
- Audit Committee Financial Expert designation by the Board; meets Nasdaq independence standards .
- Education: B.S., Business Administration, Siena College .
Equity Ownership
| Item | As disclosed |
|---|---|
| Shares beneficially owned | 3,425 (includes options to purchase 3,425 shares, all presently exercisable) |
| Ownership percentage | Less than 1% of outstanding shares; 9,461,128 shares outstanding at Record Date |
| Options exercisable | 3,425 |
| Options unexercisable | 0 (not disclosed beyond exercisable count) |
| Common shares directly held | Not separately disclosed; beneficial ownership figure includes options |
| Shares pledged as collateral | None, per insider trading policy and as of Dec 31, 2024 |
| Hedging/short sales | Prohibited under Insider Trading Policy |
| Director stock ownership guidelines | Not disclosed |
Governance Assessment
- Strengths: Independent director chairing all three standing committees; designated audit committee financial expert; confirmed independence; full attendance at committee meetings; no related‑party transactions reported; strong insider trading controls prohibiting hedging/pledging, with no pledged shares .
- Alignment: 2025 director pay comprised entirely of cash ($45,000) with no equity awards; beneficial ownership is minimal (<1%), comprised of 3,425 exercisable options, which may limit long‑term equity alignment relative to typical director ownership frameworks if no guidelines are in place .
- Interlocks: External board service at HOTH alongside fellow SILO director Pavell creates an information‑flow network; no conflicts or related‑party transactions disclosed, but investors may monitor for potential overlaps in business dealings .
- Structure considerations: CEO also serves as Chairman and the Board does not employ a lead independent director, which some investors view as a governance risk; the Board argues this is appropriate given size and CEO familiarity with operations .
- Attendance and effectiveness: Despite inconsistent meeting‑count references across proxy sections, the filing affirms all committee members attended all meetings while members and none fell below the 75% attendance threshold, supporting engagement .