Joshua Silverman
About Joshua Silverman
Joshua Silverman is an independent director (since September 6, 2018) and serves as Chairman of the Board of TNF Pharmaceuticals (TNFA). He is 55 years old and holds a B.A. from Lehigh University (1992). Professionally, he is the managing member of Parkfield Funding LLC and previously co-founded and served as co-CIO of Iroquois Capital Management (2003–July 2016), with earlier roles at Vertical Ventures, Joele Frank, and as assistant press secretary to the President of the United States . Governance context: TNFA reports 24 Board actions in 2024 with all directors meeting at least 75% attendance; the company deems Mr. Silverman “independent” under Nasdaq rules and separates the Chairman (Silverman) from the principal executive officer role (held by the President/CMO) . Company performance context: TNFA’s cumulative TSR fell to $29 (from a $100 base) by 2024 and the company reported a 2024 net loss of $27.2M, providing backdrop for compensation and governance discussions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parkfield Funding LLC | Managing Member | Current (as of 2025 proxy) | Investment oversight and structured transactions |
| Iroquois Capital Management, LLC | Co-founder; Principal & Managing Partner; Co-Chief Investment Officer | 2003–Jul 2016 | Designed/executed complex investments; structured/negotiated public & private deals; addressed corporate structure/cash flow/management inefficiencies |
| Vertical Ventures, LLC | Co-Chief Investment Officer | 2000–2003 | Merchant banking; investment structuring |
| Joele Frank | Director | Not disclosed | M&A-focused advisory/communications at boutique consultancy |
| Executive Office of the President (U.S.) | Assistant Press Secretary to the President | Not disclosed | Senior communications role in the White House |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AYRO Inc. | Director | Current (as of 2025 proxy) | Public company directorship |
| Petros Pharmaceuticals, Inc. | Director | Current | Public company directorship |
| Synaptogenix Inc. | Director | Current | Public company directorship |
| Femasys Inc. | Director | Current | Public company directorship |
| PharmaCyte Biotech, Inc. | Director | Current | Public company directorship |
Fixed Compensation
| Year | Role | Cash Fees | Notes |
|---|---|---|---|
| 2024 | Non-employee Director; Chairman | $207,000 | Fees earned/paid in cash per Director Compensation Table |
| Policy (pre-change) | Director fee policy | $18,000/month for Mr. Silverman (from May 2020) | Approved May 2020; standard directors $8,000/month since April 2019 |
| Policy change (effective Nov 13, 2023) | Director fee adjustment | $60,000/year cash; $156,000/year deferred | Deferred until no longer a going-concern risk; payment of deferred at director’s election in cash or common stock |
- Compensation Committee held 0 meetings and 0 unanimous written consents in 2024; no compensation consultants were engaged in 2024 .
Performance Compensation
| Instrument | Grant/Plan Details | Amount/Terms | Vesting/Performance | Notes |
|---|---|---|---|---|
| Options (directors & key employees) | Authorized June 7, 2023 | Aggregate 66,498 options; exercise price $49.80 | 1/3 on grant; 1/3 first anniversary; 1/3 second anniversary (continued service) | Company-wide aggregate; individual-level count for Mr. Silverman not disclosed; applies to directors and key employees |
| RSUs (directors & key employees) | Authorized Oct 14, 2021 | Aggregate 93,166 RSUs; FMV $242.70/RSU at authorization | Vest in thirds on achievement/maintenance of market cap milestones for 20 consecutive trading sessions | As of Dec 31, 2024, none of the market-cap vesting milestones were met |
- No director stock awards for Mr. Silverman were reported in 2024; compensation was entirely cash per the Director Compensation Table .
- TNFA’s equity plans provide broad performance goal frameworks and allow for performance awards; however, specific annual performance metrics, weightings, or payouts for directors are not disclosed; pay-versus-performance is presented at the company level (not director-specific) .
Equity Ownership & Alignment
| Holder | Direct Common Shares | Options Exercisable (within 60 days of 4/4/2025) | Total Beneficial Ownership | % of Common Outstanding | Notes |
|---|---|---|---|---|---|
| Joshua Silverman | 2,959 | 4,445 | 7,404 | <1% | Out of 7,392,565 common shares outstanding as of March 25, 2025 |
- Anti-hedging/anti-pledging: TNFA states it does not have any policy governing the ability of employees or directors to engage in hedging/pledging transactions—an alignment risk indicator .
- Ownership guidelines: Not disclosed in the proxy – (no section specifying director ownership guidelines).
- Vested vs. unvested detail: Not itemized for Mr. Silverman; the company discloses his exercisable options within 60 days but not total unexercisable options .
- Equity plan governance: Repricing of stock options/SARs is prohibited without shareholder approval under the 2021 Plan ; clawback subject to any company clawback policy “if any” .
Employment Terms
| Item | Detail |
|---|---|
| Board service start | Director since September 6, 2018; currently Chairman of the Board |
| Independence | Board deems Mr. Silverman independent under Nasdaq rules |
| Board structure | Chairman and CEO roles separated; Chairman is independent (Silverman); PEO role held by President/CMO |
| Committee roles | Compensation Committee (Chair); Audit (Member); Nominating & Corporate Governance (Member); Risk & Disclosure (Member) |
| Board activity | 24 Board actions in 2024; each director attended ≥75% of meetings/committees |
| Director fee deferral (liquidity-linked) | Since Nov 13, 2023, cash fees cut to $60k; $156k/year deferred until going-concern risk subsides, payable in stock or cash at director’s election |
| Director compensation cadence | No equity to Mr. Silverman in 2024; cash-only; prior option/RSU authorizations existed at the board level |
| Say-on-Pay schedule | Advisory vote on executive compensation held triennially; last in 2023; next expected 2026 (no 2025 SOP) |
Board Governance (Service History, Committees, Independence)
| Attribute | Status/Detail |
|---|---|
| Years of service | Director since 2018; Chair as of latest proxy |
| Independence | Independent under Nasdaq Listing Rules |
| Committee memberships/chair | Compensation (Chair); Audit (Member); Nominating & Corporate Governance (Member); Risk & Disclosure (Member) |
| Meeting attendance | ≥75% in 2024; Board had 24 actions |
| Lead Independent Director | Not applicable; independent Chairman structure |
| Executive sessions | Not disclosed – |
Related Party, Interlocks, and Transactions
- The company executed 2023–2024 capital raises with Iroquois Capital affiliates (ICIG and IMF) purchasing preferred stock and warrants (Series F and F-1). Mr. Silverman previously co-founded and was co-CIO of Iroquois Capital Management (2003–2016). The proxy’s related-party section discloses these transactions but does not designate Mr. Silverman as an interested related party in them; all related-party transactions are reviewed under the Company’s Code of Business Ethics and Conduct .
- No other material related party transactions involving Mr. Silverman are disclosed for the 2023–2024 period –.
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (Cumulative TSR) | $29 | $195 | $29 |
| Net (Loss) Income | $(15,197,336) | $(8,218,163) | $(27,161,219) |
- Note: Pay-versus-Performance disclosures reflect company-level performance; they do not break out director-level performance attribution –.
Director Compensation (Detail)
| Item | Value/Term |
|---|---|
| 2024 Director Cash Fees (Mr. Silverman) | $207,000 |
| Historic monthly fee (Mr. Silverman) | $18,000/month from May 2020 (policy set in 2020) |
| 2023 fee reduction (effective Nov 13, 2023) | $60,000/year cash; $156,000/year deferred (liquidity trigger; payable in stock or cash) |
| 2021 RSU authorization (directors & key employees) | 93,166 RSUs at $242.70 FMV; vest on market-cap milestones (none vested by 12/31/24) |
| 2023 options authorization (directors & key employees) | 66,498 options at $49.80; 3-tranche time vesting |
Equity Award Mechanics (COC/Clawback/No Reprice)
- 2021 Plan permits performance awards with broad performance criteria; includes forfeiture/recoupment per any Company clawback policy “if any.” No repricing of options/SARs without shareholder approval .
- 2018 Plan allows discretion to accelerate vesting upon a change of control; 2021 Plan includes standard adjustment/administrative provisions –.
Risk Indicators & Red Flags
- No anti-hedging/anti-pledging policy: The Company explicitly states it does not have such a policy for directors and officers, a governance red flag for alignment and potential risk-taking optics .
- Low insider ownership: Mr. Silverman beneficially owns 7,404 shares/options combined (<1%), limiting downside alignment from large personal stakes .
- Compensation Committee activity: Reported 0 meetings and 0 written consents in 2024 and no consultants engaged—raises process/oversight questions given active capital markets events and executive transitions .
- Liquidity-linked fee deferrals convertible into stock: Deferred director fees can be paid in stock once going-concern concerns abate; potential issuance/dilution and future sale overhang .
- Nasdaq bid-price compliance pressure: Company is pursuing a reverse split to regain compliance, indicating ongoing listing risk while the Board, led by an independent Chairman, navigates capital and governance actions .
Equity Ownership & Alignment Detail (Mr. Silverman)
| Component | Amount | Notes |
|---|---|---|
| Common shares (direct) | 2,959 | Direct holdings |
| Options exercisable (60 days) | 4,445 | Exercisable within 60 days of April 4, 2025 |
| Total beneficial | 7,404 | <1% of 7,392,565 outstanding |
| Pledged shares | Not disclosed | Company has no anti-pledging policy |
| Ownership guidelines | Not disclosed | No stated director ownership guideline – |
Investment Implications
- Alignment/overhang: Low current skin-in-the-game for Mr. Silverman plus the possibility of deferred fees paid in equity may create incremental issuance and potential selling pressure once liquidity improves .
- Governance quality: Independent Chairman structure and separated CEO/Chair roles are positives; however, the absence of an anti-hedge/pledge policy and a Compensation Committee that reported no meetings/consultants in 2024 are governance risk flags to monitor, especially through further financings and reverse split execution .
- Incentive structure: Board-level equity levers exist (options, RSUs) but 2024 director pay for Mr. Silverman was cash-only; 2021 RSU market-cap milestones have not vested, reducing immediate equity-related selling pressure but limiting performance alignment in the near term .
- External bandwidth and information flow: Multiple concurrent public company directorships may expand network value but can raise time/attention and interlock concerns; no specific conflicts disclosed for 2024–2025, but continued capital transactions with investors affiliated with his prior firm warrant routine related-party scrutiny .