Jason Sawyer
About Jason Sawyer
Jason D. Sawyer was appointed Interim Chief Executive Officer of Entero Therapeutics (ENTO) on September 4, 2025 and continues to serve as a director, creating a dual role in management and on the board . He is a 32-year veteran of the alternative investment industry and General Manager of Access Alternative Group S.A.; over his career he and affiliated firms have raised more than $5 billion in alternative assets and deployed over $300 million across early- and growth-stage investments spanning software, fintech, biotech, clean tech, and more . He also serves as Head of Finance and M&A at Quantum BioPharma (Nasdaq: QNTM), is a director of The FUTR Corp. (TSX.V: FTRC), and sits on Lixte Biotechnology’s (Nasdaq: LIXT) board, where he chairs the compensation committee and is a member of the audit committee . Board appointment at ENTO was effective August 11, 2025; committee assignments for ENTO were not determined as of that filing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crane Capital Associates | Principal; Head of Absolute Return Strategies Group | Not disclosed | Capital raising and absolute return strategy leadership |
| Candlebrook Capital | Founding Partner | Not disclosed | Early sponsorship of ABL funds (e.g., Brevet Capital, Third Eye Capital); seeded multiple PE/hedge funds |
| Various ventures (Pacific West Stone, California Fitness, Sanna Health Corp., Caary Capital) | Co-founder/Financier | Not disclosed | Venture formation and financing across consumer/health sectors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Access Alternative Group S.A. | General Manager | Current | Venture investment/advisory leadership; alternatives fundraising and deployment |
| Quantum BioPharma (QNTM) | Head of Finance & M&A | Current | Corporate finance and transactions leadership in biopharma |
| The FUTR Corp. (FTRC) | Director | Current | Board oversight in technology; governance contributions |
| Lixte Biotechnology (LIXT) | Director; Chair Compensation Committee; Member Audit Committee | Current | Compensation policy leadership and financial oversight at a clinical-stage biotech |
Fixed Compensation
| Component | Rate | Start Date | Status/Notes |
|---|---|---|---|
| Interim CEO consulting fee | $12,500 per month | Effective Sep 4, 2025 | Set by consulting agreement with Access Alternative Group S.A.; independent contractor structure |
| Director cash retainer (ENTO) | $2,500 per month | Effective Aug 11, 2025 | Per Director Agreement; expenses reimbursed; replaces prior board compensation framework |
Notes:
- ENTO’s 2024 non-executive director policy had a $60,000 annual retainer plus $75,000 in annual RSUs vesting quarterly; this historical context underscores a shift to cash-based monthly retainers in 2025 .
- Mr. Sawyer’s ENTO committee assignments were not determined as of August 11, 2025 .
Performance Compensation
No performance-based bonuses, PSUs, option grants, or explicit KPI-linked payouts for Mr. Sawyer at ENTO have been disclosed to date. His Interim CEO compensation is a flat monthly consulting fee with no stated performance metrics . Director compensation for 2025 is cash-based without disclosed equity or performance components .
Equity Ownership & Alignment
- Beneficial share ownership for Mr. Sawyer at ENTO was not disclosed in the June 4, 2025 proxy (he was appointed to the board later) .
- As part of the August 2025 private placement, ENTO officers and directors agreed to a 90-day lock-up on sales/transfers following closing (effective August 11, 2025), which temporarily limits insider selling pressure .
- ENTO’s Insider Trading Policy prohibits trading while in possession of MNPI, mandates pre-clearance, and prohibits short selling and certain hedging; it also provides guidelines for 10b5-1 plans .
- No pledging disclosures, stock ownership guideline compliance status, or options/RSU holdings for Mr. Sawyer at ENTO have been reported to date .
Employment Terms
| Term | Detail |
|---|---|
| Structure | Consulting agreement with Access Alternative Group S.A.; Jason D. Sawyer designated as non-employee Interim CEO |
| Effective date | September 4, 2025 |
| Compensation | $12,500 per month; subject to periodic review and company discretion |
| Termination | Either party may terminate with 10 business days’ notice; pro-rata payment upon termination |
| Indemnification | Company will defend and indemnify Mr. Sawyer to fullest extent under DGCL and maintain appropriate D&O coverage |
| Conflict of interest | Must avoid conflicting business activities; immediate notice required if a conflict arises |
| Work location | Remote, outside the United States, provided responsibilities are met |
| Related party transactions | None disclosed for Mr. Sawyer; 8-K states no material interests under Item 404(a) |
Board Governance
- ENTO Board service: Appointed August 11, 2025 as director; continues serving while Interim CEO (dual role) .
- Committee roles at ENTO: Not determined as of August 11, 2025 .
- Independence implications: As Interim CEO, he is a management director (not independent) while serving on the board; this dual-role structure reduces board independence in oversight of the chief executive .
- Governance context: ENTO’s proxy establishes three standing committees (Audit, Compensation, Corporate Governance & Nominating) with independent members as of June 2025; lead independent director structure in place .
Compensation Structure Analysis
- Shift to cash retainer for directors: ENTO adopted director agreements paying $2,500 per month (Aug 2025), contrasting with the prior $60,000 cash retainer and $75,000 annual RSUs used in 2024, indicating a tilt toward cash and away from equity-linked director pay in 2025 .
- Interim CEO pay: Flat monthly consulting fee ($12,500) with no disclosed bonus, equity grants, or performance metrics; this reduces “at-risk” pay and could lessen direct pay-for-performance alignment in the near term .
- No award repricing/modification: No equity award repricing or option modifications for Mr. Sawyer disclosed .
- Clawbacks/tax gross-ups: No clawback terms or tax gross-ups specific to Mr. Sawyer’s agreement disclosed; company-level insider trading and MNPI controls noted .
Risk Indicators & Red Flags
- Dual role (CEO + Director): Decreases independence of oversight, particularly over CEO performance and compensation .
- Leadership transitions: ENTO terminated the prior Interim CEO (Paolone) on September 3, 2025 and appointed Mr. Sawyer effective September 4, 2025, signaling governance and strategic transition risk .
- Financing and lock-up constraints: August 2025 private placement with extensive warrants and a 90-day lock-up for officers/directors may create post-lock-up trading overhang and dilute alignment until capital structure stabilizes .
- Committee role unknown at ENTO: As of board appointment, committee assignments for Mr. Sawyer were not determined, limiting visibility into oversight responsibilities .
Investment Implications
- Alignment: Mr. Sawyer’s interim CEO arrangement is a fixed-fee consulting structure without disclosed performance metrics or equity, which reduces direct pay-for-performance alignment; the 90-day lock-up temporarily curtails insider selling .
- Governance: The CEO/director dual role reduces board independence; investors should monitor committee assignments and any future transition to permanent CEO terms with performance-based incentives and equity alignment .
- Execution: His extensive capital markets and M&A history may be accretive for financing and strategic alternatives; however, ENTO’s recent recapitalizations and board changes suggest elevated governance and dilution risks until a stable capital plan and operating milestones are communicated and linked to incentive design .