Michael Holloway - Director | LIXTE BIOTECHNOLOGY HOLDINGS (LIXT) Executive Profile & Compensation

About Michael Holloway

Dr. Michael Holloway (age 63) is an independent director of Lixte Biotechnology Holdings, Inc., appointed in 2025. He is an Emergency Medicine Physician (since 1999) and Vice President of Medical Affairs and Director at Life 360 Innovations, a medical device company; he previously advised Emergency Medicine services for the Province of British Columbia (2000–2019). He holds an M.D. with Family Practice Residency and Emergency Medicine Specialty (University of Alberta/University of Calgary) and an Honors B.A. in Business Administration from Ivey Business School (Western University). The Board has affirmatively determined Holloway is independent under Nasdaq rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Fraser & Vancouver Coastal Health Authorities (Canada)	Emergency Medicine Physician	1999–present	Front-line clinical leadership and medical innovation in diverse settings
Province of British Columbia	Advisor for Emergency Medicine services	2000–2019	Policy development and healthcare system consulting

External Roles

Organization	Role	Tenure	Description / Impact
Life 360 Innovations, Inc. (Vancouver, BC)	Vice President, Medical Affairs; Director	2016–present	Medical device company; medical affairs leadership, governance, and med‑tech exposure
Early-stage companies (multiple fields)	Advisor/Exposure	Not specified	Exposure to med‑tech and other early-stage ventures

Board Governance

Independence: The Board determined Holloway is independent (Nasdaq). Independent directors include Sawyer, Felix, Holloway, and Primus.
Committee assignments: Holloway is not listed on either standing committee. Current committees/composition:
- Audit Committee: Lourdes Felix (Chair), Jason Sawyer, Guy Primus. All independent; Felix designated audit committee financial expert.
- Compensation Committee: Jason Sawyer (Chair), Lourdes Felix, Guy Primus. All independent.
Nominating/Governance: The full Board serves in place of a Nominating and Corporate Governance Committee.
Board leadership: CEO Geordan Pursglove serves as Chairman; the Board states this structure suits company size and stage. No Lead Independent Director disclosed.
Attendance: In 2024, the Board held nine meetings and each director attended at least 75% of Board and applicable committee meetings (note: Holloway joined in 2025; no 2025 attendance disclosed).

Fixed Compensation

Component	Amount (USD)	Notes
Annual base retainer (outside directors)	$20,000	Payable quarterly; election each quarter to take cash or stock options of equivalent Black‑Scholes value (5‑year term; immediate vest if in lieu of cash).
Audit Committee Chair fee	$10,000	Annual, payable quarterly.
Other Committee Chair fee	$5,000	Annual, payable quarterly.
Audit Committee member fee	$5,000	Annual, payable quarterly.
Other Committee member fee	$2,500	Annual, payable quarterly.

Cash preservation practice: In 2024–2025, directors repeatedly elected/received quarterly options in lieu of cash (e.g., 16,598 options on 6/30/2024, 21,217 on 9/30/2024; 16,665 on 1/20/2025), immediately vested, 5‑year term, with values set via Black‑Scholes.

Performance Compensation

Equity Award Type	Grant/Policy	Terms
New director appointment option	25,000 options at market price on grant date; 5‑year term	Vests 50% at grant; remainder 12.5% at calendar quarter‑ends until fully vested (service‑based).
Annual director option grant	10,000 options each June year‑end; 5‑year term	Vests 12.5% at subsequent quarter‑ends until fully vested; prorated if <12 months of service.
Cash-in-lieu quarterly option election	Options equal to quarterly cash using Black‑Scholes; 5‑year term	Immediately vested; strike = closing price on grant.
Holloway specific grant (8/15/2025)	25,000 options @ $3.59	Vested 50% on 8/15/2025; remaining 50% vests 12.5% on 12/31/2025 and each quarter thereafter.

Performance metrics tied to director compensation:

Metric	Disclosure
Performance metrics for director equity (RSUs/Options)	None; vesting is time‑based per policy (no TSR/revenue targets for directors).

Compensation risk mitigants (structure-level):

Clawback: All awards subject to any adopted recoupment policy.
Change‑in‑control: For assumed/substituted awards, double‑trigger acceleration applies (vesting accelerates upon involuntary termination in the 24 months post‑CIC).

Other Directorships & Interlocks

Category	Details
Current public company directorships	None disclosed for Holloway.
Company compensation committee interlocks	None; no executive officer served on another issuer’s compensation committee with a LIXT executive serving reciprocally.
Related interlocks (suppliers/customers/competitors)	No related-party transactions disclosed for 2022–2024.

Expertise & Qualifications

Clinical and medical affairs leadership: Emergency Medicine Physician since 1999; VP Medical Affairs/Director at a med‑device company.
Policy and governance experience: Provincial advisor for Emergency Medicine (2000–2019).
Business training: Honors B.A. in Business Administration (Ivey).
Board-level financial expert: Not designated; Audit Chair Felix is the designated financial expert.

Equity Ownership

As of Sept 30, 2025	Shares Owned	Options Exercisable (60 days)	Options Unexercisable	Ownership %
Michael Holloway	0	12,500	12,500 from 8/15/2025 grant (remaining vesting)	0.2%

Additional ownership/controls:

Hedging/shorting: Company policy prohibits short sales, options, puts/calls, and similar instruments; all trading must be pre‑cleared.
Ownership guidelines: No director stock ownership guidelines disclosed.
Pledging: No disclosure of any pledged LIXT shares by Holloway.

Governance Assessment

Strengths

Independent governance profile: Holloway designated independent; Board majority independent.
Relevant domain expertise: Clinical, medical affairs, and policy experience directly relevant to LIXT’s biotech focus.
No related‑party exposure disclosed: Company reports no related‑party transactions in 2022–2024.
Structural safeguards: Equity awards subject to clawback; double‑trigger vesting under change‑in‑control for assumed awards.

Risks / Potential Red Flags

Board leadership/oversight: CEO serves as Chair; no Lead Independent Director disclosed—can weaken independent oversight.
Committee coverage: No separate Nominating/Governance Committee; full Board handles nominations (less formalized process).
Dilution/comp design: Heavy reliance on stock options for director pay, including cash‑in‑lieu elections; proposal to increase 2020 Plan to 3.5 million shares with recent burn rates of 2.7% (2024), 8.6% (2023), 7.8% (2022) raises dilution risk.
Ownership alignment: As of 9/30/2025, Holloway’s beneficial stake is limited to 12,500 vested options (0.2%); no ownership guidelines disclosed.
Attendance visibility: 2024 attendance strong at the Board level, but Holloway joined in 2025; no current‑year attendance disclosure yet.

Fixed Compensation (Detail)

Item	Amount/Terms
Annual cash retainer	$20,000; quarterly election to take cash or equivalent Black‑Scholes‑valued options (5‑year term; immediate vest).
Committee fees	Audit Chair $10,000; Other Chair $5,000; Audit Member $5,000; Other Member $2,500 (all annual, paid quarterly; same option election).

Performance Compensation (Detail)

Award	Grant Date	Shares/Strike	Vesting	Term
New director option (Holloway)	Aug 15, 2025	25,000 @ $3.59	50% at grant; then 12.5% on 12/31/2025 and each quarter thereafter	5 years (per director policy)
Annual outside director option	Each June (policy)	10,000 @ market	12.5% quarterly starting next quarter; prorated if <12 months’ service	5 years

Other Notes Relevant to Investors

Equity plan increase: Stockholders asked to increase 2020 Plan reserve from 750,000 to 3,500,000 shares; Board cites need to conserve cash and remain competitive in talent markets.
Audit oversight: Audit Committee fully independent; chair is an audit committee financial expert.
Communication and policies: Code of Conduct, committee charters, and investor communications policy available via company website; insider trading policy restricts derivative/short transactions.