Jason Sawyer
LIXTE BIOTECHNOLOGY HOLDINGSAbout Jason Sawyer
Jason Sawyer (age 54) is an independent director of Lixte Biotechnology Holdings (LIXT) appointed in 2025, and a 30-year veteran of the alternative investment industry. He is General Manager of Access Alternative Group S.A. (AAG), based in Cancún, Mexico, and has led over $200 million of early and growth-stage investments, having previously raised over $3.5 billion for top-tier managers (e.g., Blackstone, Gottex). He currently leads finance and M&A for Quantum BioPharma (Nasdaq: QNTM) and serves on the board of The FUTR Corp (TSX.V: FTRC). The Board has affirmatively determined that Sawyer is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access Alternative Group S.A. (AAG) | General Manager | Not disclosed | Led >$200M early/growth-stage investments across fintech, biotech, software, energy, consumer; partnered with family offices/institutions |
| Crane Capital (sold to Bear Stearns) | Principal | Not disclosed | Capital raising; alternative investments |
| Candlebrook Capital | Co-founder | Not disclosed | Capital formation; alternative investments |
| Various ventures (Caary Capital, Pacific West Stone, Sanna Health, California Fitness) | Co‑founder/financier | Not disclosed | Built and exited companies with institutional backing |
External Roles
| Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Quantum BioPharma (Nasdaq: QNTM) | Leads Finance & M&A | Current (as disclosed) | Finance and M&A leadership role |
| The FUTR Corp (TSX.V: FTRC) | Director (Board member) | Current (as disclosed) | Public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair. Audit Committee members are independent under Nasdaq and Rule 10A‑3; Compensation Committee members are independent.
- Committee composition/chairs: Audit Committee (members: Jason Sawyer, Guy Primus, Lourdes Felix; Chair: Felix). Compensation Committee (members: Lourdes Felix, Guy Primus, Jason Sawyer; Chair: Sawyer).
- Meeting cadence (FY 2024): Audit Committee met 3 times; Compensation Committee met 1 time.
- Board structure: Combined Chair/CEO leadership under Geordan Pursglove; Board believes this structure is appropriate given company size and current operations.
- Nominating function: Entire Board serves in place of a Nominating and Corporate Governance Committee; no specific written policy; considers knowledge, experience, integrity, judgment; stockholder-recommended candidates considered.
- Director attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings (note: pertains to 2024 Board; Sawyer joined in 2025).
- Annual meeting attendance policy: Company has no policy requiring director attendance at annual meetings.
- Independence: Board determined Sawyer is independent under applicable Nasdaq standards.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base director retainer (cash) | $20,000 per year | Payable quarterly; non-employee directors may elect options in lieu each quarter. |
| Audit Committee Chair fee | $10,000 per year | Additional to base. |
| Chair of other committees fee | $5,000 per year | Applies to Compensation Committee chair role held by Sawyer. |
| Audit Committee member fee | $5,000 per year | Additional to base. |
| Member of other committees fee | $2,500 per year | Additional to base. |
| Quarterly election to take options instead of cash | Allowed | Options vest immediately; 5‑year term; strike at market close; quantity based on Black-Scholes value equal to foregone cash. |
Implication: In Sawyer’s current roles (Compensation Committee chair + Audit Committee member), the cash retainer structure totals $30,000 annually if taken in cash ($20,000 base + $5,000 Comp chair + $5,000 Audit member), with the option each quarter to receive equivalent-value options instead, signaling a cash-preservation and equity-alignment posture.
Performance Compensation
| Award Type | Grant Date | Quantity | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| Non-employee director appointment option | Aug 15, 2025 | 25,000 | $3.59 | 50% on grant; remaining 50% vests 12.5% on 12/31/2025 and quarterly thereafter, subject to service | 5 years (per director policy) |
- Annual director equity: Options to purchase 10,000 shares each June (prorated if <12 months of service), 5-year term, vesting 12.5% quarterly beginning the subsequent quarter.
- Performance conditions: Director equity awards are time-vested options; no performance metrics disclosed for director grants.
- Clawback: Awards under the 2020 Plan may be subject to any Board-implemented recoupment (clawback) policy; Committee may suspend/forfeit for cause determinations.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | The FUTR Corp (TSX.V: FTRC) – Director. |
| Committee interlocks | Compensation Committee Interlocks and Insider Participation: None (no officers on the committee; no reciprocal interlocks disclosed). |
Expertise & Qualifications
- 30-year alternative investments background; led >$200M of early/growth investments; raised >$3.5B for top-tier managers.
- Capital raising, M&A, and company-building experience across fintech, biotech, software, energy, and consumer products.
- Audit Committee literacy: All Audit Committee members (including Sawyer) meet Nasdaq financial literacy requirements; Audit Committee independence affirmed.
Equity Ownership
As of September 30, 2025, Sawyer beneficially owned 12,500 shares via options exercisable within 60 days (0.2% of common shares outstanding). This aligns with his August 15, 2025 appointment grant of 25,000 options that vested 50% on grant; the remaining 12,500 options vest quarterly thereafter (i.e., 12,500 vested vs. 12,500 unvested at that date).
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 12,500 | Options exercisable within 60 days counted as beneficially owned. |
| Percent of class | 0.2% | Based on 5,704,200 shares outstanding as of 9/30/2025. |
| Composition | Options exercisable within 60 days: 12,500 | From appointment grant’s 50% immediate vest. |
Insider Trades (Form 4)
| Transaction Date | Filed Date | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|
| Aug 15, 2025 | Aug 18, 2025 | Stock Options | 25,000 | $3.59 | Director appointment grant; 50% vested on grant; remainder vests quarterly. |
Governance Assessment
- Independence and roles: Sawyer is independent under Nasdaq standards, serves as Compensation Committee chair and as an Audit Committee member—both committees comprise independent directors, supporting oversight credibility.
- Board structure caution: Combined Chair/CEO role at LIXT concentrates authority; while the Board cites size/needs rationale, investors may prefer a separate independent chair or lead independent director.
- Nominating/governance process: No dedicated Nominating & Governance Committee and no formal policy; the full Board handles nominations without minimum standards beyond experience/judgment, which may reduce process formality.
- Meeting cadence/engagement: In 2024, Audit met 3 times; Comp met once; Board met 9 times with ≥75% attendance by directors—cadence is modest and merits monitoring as the refreshed Board matures.
- Director compensation alignment: Policy enables electing options instead of cash quarterly; company used option grants in lieu of cash to preserve cash in 2024–early 2025, signaling alignment but adding potential dilution.
- Ownership alignment: Sawyer’s disclosed beneficial ownership is modest (0.2% via options exercisable within 60 days), consistent with a new appointee; quarterly option-in-lieu elections and annual grants may increase alignment over time.
- Related-party/Interlocks: Proxy discloses no compensation committee interlocks and affirms Audit oversight of related-party transactions; independence determinations suggest no material conflicts involving Sawyer were identified.
RED FLAGS to watch: Combined Chair/CEO structure; absence of a dedicated nominating/governance committee; option-heavy director pay with plan share reserve increase (+2.75M shares proposed), which elevates dilution risk if used aggressively.
Notes and References
- Director biography, external roles, and qualifications:
- Board composition, age, and “Director Since” table:
- Independence determination and compensation committee interlocks disclosure:
- Committee memberships, chairs, meeting counts:
- Board leadership structure and committee transitions:
- Director compensation policy (cash and equity), option-in-lieu mechanics, annual grants:
- Historical grants in lieu of cash (cash preservation):
- Appointment option grant (quantity, vesting, strike):
- 2020 Stock Incentive Plan administration, clawback provision:
- Beneficial ownership table (as of 9/30/2025):
- Legal proceedings disclosure (none for directors/officers in last 10 years):
- Form 4 (8/18/2025) reference: