Joshua Silverman

About Joshua Silverman

Joshua N. Silverman is Executive Chairman and principal executive officer of TAO Synergies Inc. (formerly Synaptogenix, ticker SNPX), appointed June 6, 2025, with his executive agreement effective July 1, 2025 . He previously served as Director and Chairman since August 2016, and holds a B.A. from Lehigh University (1992) . His background spans fund management and public company governance: Co-Founder/Managing Member of Parkfield Funding LLC; Interim CEO, Interim President, and Chairman of PharmaCyte Biotech, Inc. (PMCB); and board roles at Petros Pharmaceuticals, among others . Company filings outline a pay structure with base salary, annual bonus eligibility, and equity incentives (300% of base as target LTIP), but do not disclose specific TSR or financial performance targets for his bonus or equity awards .

Past Roles

External Roles

Fixed Compensation

FY 2024 reflects director/consulting compensation prior to his Executive Chairman appointment; FY 2025 reflects his executive compensation terms .

Performance Compensation

• Annual bonus: Eligible for performance-based annual bonus; specific metric weightings, targets, and payout formulas are not disclosed in the filings reviewed .
• Equity incentives: Annual long-term incentive awards targeted at 300% of base salary; specific vesting schedules and performance conditions for executive awards are not detailed in the agreement disclosure .
• Director equity policy: Non-employee directors receive annual option grants (800 options) vesting fully after one year; initial new-director grants vest 50% at grant, 25% at year one, 25% at year two .

Equity Ownership & Alignment

• Ownership calculation based on 6,848,912 shares outstanding; SEC rules deem options exercisable within 60 days as outstanding for holder’s percentage computation .
• The beneficial ownership table footnotes do not indicate any pledging of Mr. Silverman’s shares; no pledging disclosure identified in the proxy .
• Director option overhang and annual automatic grants: policy provides recurring option issuance to board members, with vesting terms as noted above, which can create ongoing dilution but also align director incentives .

Employment Terms

Board Governance

• Board Service History: Director and Chairman since August 2016; appointed Executive Chairman in 2025 .
• Committee Roles (history): In FY 2024, Mr. Silverman served as Chairman of the Compensation Committee alongside Messrs. Singer and Bernstein; current Compensation Committee members are Bernstein (Chair), Singer, and Ephron, all deemed independent by Nasdaq rules .
• Board Leadership Structure: The board has elected to combine the positions of Chair and CEO generally; current filings designate Mr. Silverman as Executive Chairman and principal executive officer, indicating a concentrated leadership role that can raise independence/oversight considerations .
• Director Compensation Policy: Executive Chairman annual retainer $120,000; Vice Chairman $100,000; other non-employee directors $60,000; standard option grants and vesting schedule per Director Compensation Policy .

Director Compensation (2024)

Footnote: Fees include consulting services and Chairman compensation; Mr. Silverman had 5,910 option awards outstanding at December 31, 2024 .

Compensation Structure Analysis

• Shift to Executive Role: 2025 agreement introduces fixed base salary ($360,000) and a substantial LTIP target (300% of base), increasing equity-linked compensation versus prior director/consulting fees .
• Guaranteed vs At‑Risk Pay: Presence of annual bonus eligibility and LTIP suggests at‑risk components, but absence of disclosed financial/performance targets limits visibility into pay‑for‑performance rigor .
• CIC and Acceleration: Accelerated vesting of all unvested equity awards upon termination without cause/good reason, and enhanced multiples upon CIC with double-trigger, increase executive downside protection and potential overhang in a transaction scenario .

Risk Indicators & Red Flags

• Dual Role Concentration: Executive Chairman serving as principal executive officer can reduce board independence and oversight separation (Chair/CEO role combined) .
• Broad Equity Acceleration: Full acceleration upon termination without cause/good reason and upon CIC may weaken retention post‑transaction and increase deal‑related dilution risk .
• Limited Metric Disclosure: No detailed bonus/PSU metrics or vesting hurdles disclosed, constraining assessment of pay‑for‑performance alignment .
• Committee Interlocks: Historical note that CFO Weinstein serves on PMCB’s board where Mr. Silverman is Interim CEO/Chairman; while the board determined committee independence, interlocks warrant monitoring for potential perceived conflicts .

Investment Implications

• Alignment and Incentives: A large LTIP target (300% of base) aligns compensation with equity value creation, but lack of disclosed performance metrics reduces transparency around incentive rigor; monitor future proxies for metric adoption and payout disclosure .
• Retention vs Transaction Dynamics: Severance multiples (2x; CIC 3x) and comprehensive equity acceleration support retention under normal circumstances but could heighten selling pressure or deal overhang if a strategic transaction arises .
• Governance Oversight: Combined Chair/PEO structure increases reliance on independent committees; current Compensation Committee independence and non‑overlapping membership mitigate some risk, but continued board refresh and clear executive session practices remain important .
• Ownership Signal: ~1.33% beneficial ownership (including options) offers some skin‑in‑the‑game, though not a controlling stake; absence of disclosed pledging reduces alignment risk typically associated with collateralized shares .