Guy Primus
LIXTE BIOTECHNOLOGY HOLDINGSAbout Guy Primus
Independent director newly appointed in 2025; age 56; director since 2025. Managing Director of Thrillerdome; prior CEO of Valence Enterprise (2020–2023), CEO of The Virtual Reality Company (2014–2020), COO of Overbrook Entertainment; earlier consultant with Keanry Management Consultants. He is credited with multiple patents tied to emotion-based data/user experience systems; former Chair of the Advisory Board for Georgia Tech’s School of Industrial & Systems Engineering; holds B.S. and M.S. in Industrial Engineering from Georgia Tech and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valence Enterprise | Chief Executive Officer | 2020–2023 | Led analytics/data intelligence platform; technology commercialization |
| The Virtual Reality Company | Chief Executive Officer | 2014–2020 | Pioneered cinematic VR/AR; innovation leadership |
| Overbrook Entertainment | Chief Operating Officer | Not disclosed | Diversified media operations leadership |
| Keanry Management Consultants | Consultant | Not disclosed | Strategy/operations consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thrillerdome | Managing Director | Current | Innovation strategy, IP development, commercialization |
| Georgia Tech School of Industrial & Systems Engineering | Advisory Board Chair | Prior service | Program leadership; health systems; governance |
| Inventor (multiple patents) | Technology patents | Not disclosed | Emotion-based data and UX systems |
Board Governance
- Independence: Board determined Primus is independent under Nasdaq standards .
- Committee assignments: Audit Committee member (Felix, chair; Sawyer, Primus, Felix) and Compensation Committee member (Sawyer, chair; Felix, Primus, Sawyer) .
- Board leadership: CEO Geordan Pursglove chairs and sets agendas/materials; Board cites current structure appropriate given size/state of operations .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board/committee meetings. Primus joined in 2025; 2024 attendance refers to prior Board composition .
- Governance documents: Code of Business Conduct and Ethics; Audit/Compensation Committee charters available on the company’s website .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Base director cash retainer | $20,000 | Payable quarterly; each quarter, non-officer directors may elect cash or stock options equal in value (Black-Scholes) |
| Audit Committee chair | +$10,000 | Applies to committee chair (Felix); not applicable to Primus |
| Other committee chair(s) | +$5,000 | Applies to chair roles |
| Audit Committee member | +$5,000 | Primus is an Audit Committee member |
| Other committee member(s) | +$2,500 | Primus is a Compensation Committee member |
| Quarterly cash/option election | Varied | Option strike = closing market price; 5-year term; immediate vesting for quarterly options in lieu of cash |
Director compensation policy was amended March 21, 2025; Board is considering further revisions .
Performance Compensation
| Equity Award Type | Grant Size | Term | Exercise Price | Vesting | Frequency |
|---|---|---|---|---|---|
| New director stock options | 25,000 shares | 5 years | Closing market price on grant date | 50% at grant; remaining 50% vests 12.5% at each quarter-end thereafter | Upon appointment |
| Annual option grant to outside directors | 10,000 shares (prorated if <12 months service) | 5 years | Closing market price on grant date | Vests 12.5% each quarter-end beginning next quarter | Last business day of June annually |
| Quarterly options in lieu of cash | Shares = quarterly cash / Black-Scholes value | 5 years | Closing market price on grant date | Immediate vesting | At each quarter |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/operational performance metrics for director equity grants | Not disclosed (director grants are tenure/committee-based with time-based vesting; no performance metrics specified) |
Clawback policy applies to awards; awards may be subject to recoupment under Board-adopted policies . Change-in-control features include potential acceleration and double-trigger vesting for assumed/substituted awards post-Change in Control .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Potential Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Primus |
Expertise & Qualifications
- Technical/industry: Technology commercialization, data analytics, VR/AR; inventor on multiple technology patents .
- Governance: Advisory board leadership (Georgia Tech ISyE) .
- Education: B.S. and M.S. in Industrial Engineering (Georgia Tech); MBA (Harvard Business School) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (common) | 0 shares | As of Sep 30, 2025 |
| Beneficial ownership % | 0.0% | As of Sep 30, 2025; 5,704,200 shares outstanding |
| Options exercisable within 60 days | 0 | As of Sep 30, 2025 |
| RSUs (vested/unvested) | Not disclosed | No RSU data for directors |
| Shares pledged/hedging | None disclosed; company prohibits hedging, options trading, short sales; trades require pre-clearance | |
| Initial SEC Form 3 | Filed Sept 10, 2025; reports zero holdings | https://www.sec.gov/Archives/edgar/data/1335105/000149315225012977/0001493152-25-012977-index.htm |
Insider Trades
| Filing Date | Transaction Date | Form Type | Reporting Name | Post-Transaction Ownership | URL |
|---|---|---|---|---|---|
| 2025-09-10 | 2025-09-01 | Form 3 (initial statement) | Primus Guy Warren | 0 shares | https://www.sec.gov/Archives/edgar/data/1335105/000149315225012977/0001493152-25-012977-index.htm |
Governance Assessment
- Committee effectiveness: Primus serves on both Audit and Compensation Committees, which are composed entirely of independent directors; Audit Committee met 3 times and Compensation Committee met once in 2024, indicating formal oversight cadence and chartered responsibilities (financial literacy confirmed; Felix as “audit committee financial expert”) .
- Independence/engagement: Board affirms Primus is independent; Board held nine meetings in 2024 with ≥75% attendance, and governance documents (code and charters) are publicly available, supporting transparency .
- Alignment and incentives: As of Sep 30, 2025, Primus reported no share ownership or exercisable options; while director equity grants are available by policy, the lack of current holdings suggests alignment should be monitored as grants/ownership develop over time .
- Equity plan/dilution oversight: Stockholders are asked to amend the 2020 Plan to increase issuable shares by 2,750,000 to 3,500,000 total (694,309 options outstanding; 55,691 available as of Sep 30, 2025), a potential dilution vector. As a Compensation Committee member, Primus will help oversee equity usage (3-year average net burn rate 6.1%) .
- Conflicts/related-party exposure: Company discloses no related-party transactions with officers/directors during 2022–2024; resignations/elections disclosed with no disagreements; this reduces immediate conflict risk .
- Risk controls: Insider Trading Policy prohibits hedging/short selling and mandates pre-clearance; the equity plan includes clawback provisions and double-trigger protections under Change in Control, supporting investor-aligned governance mechanics .
References
- Appointment and committee roles: 8-K (Sept 3/4, 2025) .
- Proxy governance, independence, committees, compensation policy, ownership: DEF 14A (Oct 27, 2025) .
- Insider filing: SEC Form 3 (Sept 10, 2025) https://www.sec.gov/Archives/edgar/data/1335105/000149315225012977/0001493152-25-012977-index.htm.