Geordan Pursglove
LIXTE BIOTECHNOLOGY HOLDINGSAbout Geordan Pursglove
Geordan Pursglove, age 37, was appointed Chairman of the Board and Chief Executive Officer of Lixte Biotechnology Holdings, Inc. (LIXT) effective June 16, 2025; he was also appointed President effective September 1, 2025 . Prior roles include President/CEO/Chairman of Beyond Commerce (BYOC), President of Service 800 Inc., a board position at SemiCab Holdings, and Managing Director of 2GP Group LLC, with a background in M&A, capital raising, and scaling businesses; education details were not disclosed in the proxy . Lixte completed a financing enabling continued Nasdaq listing on July 2, 2025 (a contractual condition tied to his appointment), reinforcing execution capacity during his initial tenure window . No disclosed TSR, revenue growth, or EBITDA growth metrics are tied to his current compensation program; annual bonus determinations are at the Board’s discretion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beyond Commerce, Inc. (OTC PINK: BYOC) | President, CEO, Chairman | Not disclosed | Led public-company operations; capital raising and scaling experience cited . |
| Service 800 Inc. | President | Not disclosed | Led operations, scaled revenue, and oversaw strategic vision for global Fortune 500 customer feedback services . |
| SemiCab Holdings (subsidiary of Algorhythm Holdings, NASDAQ: RIME) | Board Position | Not disclosed | Exposure to logistics/distribution sector; network/insight benefits for partnerships and execution . |
| 2GP Group LLC | Managing Director | Not disclosed | Built multiple businesses (sports, sales, marketing, logistics); M&A/capital raising and company scaling experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SemiCab Holdings | Director | Not disclosed | Board role; logistics/distribution sector exposure . |
| 2GP Group LLC | Managing Director | Not disclosed | Active operating/investing platform spanning multiple sectors . |
Board Governance (service history, committees, dual-role implications)
- Board service at LIXT since 2025; serves as Chairman and CEO (and President since September 1, 2025), with the Board explicitly structuring leadership so the CEO (Pursglove) leads the Board .
- Committee structure: Audit Committee (Lourdes Felix—Chair; members Jason Sawyer, Guy Primus) and Compensation Committee (Jason Sawyer—Chair; members Lourdes Felix, Guy Primus). These members are independent under Nasdaq rules; Pursglove is not listed as a committee member .
- Independence: The Board determined a majority of directors are independent (Sawyer, Holloway, Primus, Felix), with Pursglove serving as the non-independent management director and Board Chair .
- Implications: Combined CEO/Chair enhances control and speed of decisions; mitigated by majority-independent Board and fully independent Audit and Compensation Committees, but concentrates power at the top and can reduce independent agenda-setting absent a lead independent director role .
Fixed Compensation
| Component | Terms | 2025 Actuals YTD | Notes |
|---|---|---|---|
| Base Salary | $240,000 per year; Board may increase; at executive’s election, payable in cash and/or restricted shares (or combination) . | Paid $10,000 in Q2 2025; $60,000 in Q3 2025; $70,000 for nine months ended Sept 30, 2025 . | Start date June 16, 2025 explains partial-period payments . |
| Board/Chair Cash Comp | No additional compensation for serving as Chairman . | $0 | Officers on Board do not receive separate director pay . |
| Annual Bonus | Eligible; determined at Board’s sole discretion; payable in cash or equity (or combination) . | Not disclosed as paid YTD | No preset target % disclosed . |
| Expense Reimbursement | Reasonable expenses reimbursed per policy . | N/A | Standard policy . |
Performance Compensation
- Annual bonus metrics: Not specified; discretionary structure suggests qualitative/Board judgment rather than explicit formula metrics for 2025 .
| Equity Award | Grant Details | Vesting | Exercise/Term | Special Provisions |
|---|---|---|---|---|
| Stock Option (Signing/Inducement) | 350,000 options, exercise price $2.83 (closing price July 3, 2025), granted as inducement effective first trading day after financing (July 3, 2025); not under 2020 Plan . | 50% at grant (July 3, 2025); 25% on Sep 30, 2025; 25% on Dec 31, 2025, subject to continued service . | 5-year term; cashless exercise permitted . | Accelerated vesting upon (i) early termination not due to voluntary termination or for cause, (ii) sale or change in control, or (iii) sale/licensing/disposition of substantially all assets; includes certain registration rights (incl. Form S-8) . |
Performance-metric table (bonuses/PSUs): Not disclosed for 2025. No performance share units or explicit revenue/EBITDA/TSR goals identified in filings to date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Sept 30, 2025) | 262,500 shares underlying options (4.4% of class), counted as exercisable within 60 days where applicable . |
| Outstanding Shares (reference) | 5,704,200 common shares outstanding as of Sept 30, 2025 (excludes certain preferred conversions and pre-funded warrants) . |
| Vested vs. Unvested (context) | From a 350,000 grant: 175,000 vested on grant; 87,500 vested Sep 30, 2025; 87,500 scheduled for Dec 31, 2025, subject to service . |
| Ownership Form | Options; Form 3 initially reported no securities owned until grant triggered post-financing . |
| Pledging/Hedging | Not disclosed in proxy; no pledging flagged in cited sections . |
| Director Ownership Pay Policy | Officers who also serve on Board receive no separate Board pay; non-officer director cash/equity program exists (for peers) . |
Potential selling pressure watch: Final 25% tranche vests Dec 31, 2025, creating incremental supply optionality into year-end; options are cashless-exercisable, facilitating liquidity if in-the-money .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Three-year term effective June 16, 2025; auto-termination if required financing was not completed by July 3, 2025 (condition satisfied July 2, 2025) . |
| Pay Form Election | Salary and bonus payable in cash and/or restricted shares at employee election . |
| Severance | If terminated without cause or for good reason: minimum one year’s salary or remaining term balance (whichever greater) plus acceleration of all outstanding unvested stock options; payable as if employment had not been terminated . |
| Change-of-Control | Option agreement provides accelerated vesting upon sale/change in control or sale/licensing/disposition of substantially all assets; indicates single-trigger equity acceleration . |
| Chair Compensation | No additional compensation for serving as Chairman . |
| Reimbursement/Withholding | Business expenses reimbursed; if paid in stock, employee reimburses company for related withholding taxes . |
Compensation Structure Analysis
- Pay-for-performance linkage: Annual bonus is discretionary with no disclosed objective financial/TSR metrics; 2025 equity grant is time-based rather than performance-based, indicating a lower explicit performance linkage in year one .
- Equity-heavy inducement: 350,000 option grant with rapid vesting (fully vested by year-end 2025) aligns near-term retention but may increase year-end selling optionality; presence of cashless exercise lowers friction to monetize .
- Governance mitigants: While CEO/Chair dual role concentrates authority, majority-independent Board and fully independent Audit/Compensation Committees provide oversight, including compensation administration .
- Termination/CoC economics: Severance of ≥$240,000 (1x salary) or greater via remaining term plus full option acceleration creates a meaningful protection package; options feature single-trigger acceleration on change-in-control .
Performance & Track Record
- Financing/Listing Milestone: Company completed financing enabling continued Nasdaq listing by July 2, 2025, a contractual condition tied to his appointment, demonstrating execution on capital access early in tenure .
- No specific operational KPIs disclosed for his 2025 bonus; broader compensation discussion cites a philosophy to retain and align leadership to long-term objectives without detailing formulaic targets for the current period .
Director Compensation (context for dual role)
- Non-officer director program (as of updates through Sept 30, 2025): base retainer $20,000; Audit Chair $10,000; other committee chairs $5,000; Audit member $5,000; other committee members $2,500; officers on the Board (including Pursglove) receive no separate Board compensation .
Say-on-Pay & Shareholder Feedback
- The 2025 proxy outlines standard governance processes and committee independence; specific say-on-pay vote outcomes are not presented in the cited sections .
Risk Indicators & Red Flags
- Single-trigger equity acceleration on change-in-control increases potential payout sensitivity to M&A regardless of continued employment .
- Combined CEO/Chair role carries independence concerns; mitigated by independent committee structures and majority-independent Board .
- No disclosure identified of pledging/hedging, tax gross-ups, or option repricing in cited sections .
Investment Implications
- Alignment and incentives: Near-term alignment via a sizable, fast-vesting option grant and discretionary bonus gives the Board flexibility but lacks explicit KPI tie-ins; watch for 2026+ introduction of performance-based equity or bonus metrics to strengthen pay-for-performance .
- Trading signals: The final 25% tranche vests Dec 31, 2025 with cashless exercise permitted, creating potential year-end supply; monitor Forms 4 for any exercises/sales around vesting and post-vesting windows .
- Retention and CoC dynamics: Severance and single-trigger acceleration provide strong retention and M&A incentives; could be shareholder-friendly if value creation accompanies an exit, but elevates payout risk in low-premium scenarios .
- Governance: CEO/Chair concentration can streamline decision-making during a capital-constrained transition, but active independent committees are key to maintaining compensation discipline and audit oversight; continued disclosure of committee activity will be important .
- Early execution: Completing the financing condition by July 2, 2025 underpins operational runway and listing status during leadership transition—an encouraging near-term execution marker .