Brian Guido Hassin
About Brian Guido Hassin
Brian Guido Hassin is a director of Pyrophyte Acquisition Corp. (PHYTF). The company’s April 15, 2025 DEF 14A lists him among directors but does not provide a biography, age, education, or tenure details; as of the record date (April 7, 2025), the proxy shows he held no beneficial ownership of PHYTF ordinary shares (shown as “—”). The DEF 14A is an extension-focused proxy and does not include director bios or governance committee details.
Past Roles
The 2025 DEF 14A (extension proxy) does not include director biographies or prior employment history.
External Roles
No other public company directorships or external roles are disclosed for Hassin in the 2025 DEF 14A.
Board Governance
- Committee assignments and chair roles: Not disclosed in the 2025 DEF 14A.
- Independence designation: Not stated in the 2025 DEF 14A.
- Attendance/engagement: No director attendance figures disclosed.
- Voting power dynamics: Insiders (sponsor and directors/officers) beneficially owned and were entitled to vote 5,031,250 shares (about 44% of outstanding) as of the record date and were expected to vote “FOR” the extension; sponsor is managed by a board of managers (Duroc‑Danner and Gustafson) who disclaim beneficial ownership beyond pecuniary interest.
Board composition and voting power (as disclosed)
| Item | Value | Source |
|---|---|---|
| Ordinary shares outstanding (Record Date 4/7/2025) | 11,321,961 | |
| Sponsor-held founder shares | 5,031,250 | |
| Insiders’ voting power (sponsor and directors/officers) | ~44% of outstanding | |
| Hassin beneficial ownership | — (no shares listed) |
Fixed Compensation
- The company states none of its officers or directors have received cash compensation for services rendered to date.
| Component | Amount/Status | Period/Notes |
|---|---|---|
| Non-employee director cash retainer | $0 (no cash compensation paid to directors) | To date, through the DEF 14A filing |
| Committee membership/chair fees | Not disclosed | — |
| Meeting fees | Not disclosed | — |
| Administrative services fee to Sponsor | $15,000 per month (disclosed in one section); also $5,000 per month (elsewhere in same proxy) | Inconsistency within DEF 14A; both amounts appear |
Note: The DEF 14A discloses conflicting monthly administrative service fees to the Sponsor ($15,000 vs $5,000). This inconsistency is a documentation red flag requiring clarification.
Performance Compensation
- No director equity or option awards are disclosed in the DEF 14A; Hassin is shown with no beneficial ownership as of the record date (SEC definition includes options/warrants exercisable within 60 days).
- No performance metrics (TSR, revenue/EBITDA targets, ESG) tied to director compensation are disclosed.
| Metric/Instrument | Disclosure | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | No awards reported; beneficial ownership for Hassin = “—” |
| Option awards | Not disclosed for directors | — |
| Performance metrics for director pay | Not disclosed | — |
| Clawback policy for director equity | Not disclosed | — |
Other Directorships & Interlocks
No other public company directorships, committee roles, or interlocks (competitors/suppliers/customers) are disclosed for Hassin in the 2025 DEF 14A.
Expertise & Qualifications
Not disclosed in the 2025 DEF 14A extension proxy.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brian Guido Hassin | — | — | Listed among directors with no reported beneficial ownership as of Record Date |
| Shares outstanding (basis for % ownership) | 11,321,961 | 100% | Record Date April 7, 2025 |
- Vested vs. unvested breakdown, options in-the-money value, and any share pledging: Not disclosed.
- Stock ownership guidelines and compliance: Not disclosed for directors.
Related-Party Transactions & Potential Conflicts
| Item | Amount/Terms | Relevance/Risk |
|---|---|---|
| Sponsor founder shares | 5,031,250 founder shares outstanding; would be worthless if no business combination | Creates strong incentive to complete a deal; “members include certain directors and officers” (not specified if Hassin is a member) |
| Private Placement Warrants at Sponsor | 10,156,250 warrants; would be worthless if no business combination | Sponsor-aligned incentive to close a deal |
| IPO Convertible Note to Sponsor | Up to $1,840,616 borrowed; Sponsor may convert up to $1.5M into warrants at $1.00/warrant (ex. price $11.50) | Sponsor recoveries contingent on deal; additional alignment to close a deal |
| “First Extension” Sponsor Contributions | $160,000/month; total $1.92M deposited | Sponsor-financed extensions; recoverable only outside trust or forgivable if no deal |
| “Second Extension” Sponsor Contributions | $90,000/month; total $1.08M deposited | Same structure as above |
| “Third Extension” Sponsor Contributions (if implemented) | Lesser of $0.04 per public share or $125,000/month, up to $1.5M | Promissory note, repayable only upon consummation; otherwise forgivable |
| Administrative services to Sponsor | $15,000/mo disclosed in one section; $5,000/mo elsewhere | Fee paid to Sponsor while SPAC remains active; inconsistent disclosure is a red flag |
| Insider share purchases around votes | Directors/officers/advisors/affiliates may buy public shares at ≤ redemption price (~$11.93 estimate at proxy date); such shares not to be voted “FOR” the extension | Designed to reduce redemptions; could reduce float and number of beneficial holders |
Additional risk context:
- The company is delisted from NYSE and trades on OTC Pink, which can reduce liquidity, coverage, and financing flexibility.
- Target (Sio Silica) faced permit denial (Feb 16, 2024) and the business combination deadline has been extended multiple times, now to December 31, 2025 via amendments—raising transaction completion risk.
Governance Assessment
- Alignment/skin-in-the-game: Hassin reported no beneficial ownership as of the record date, implying limited personal equity alignment relative to sponsor principals who control the sponsor founder shares and warrants (through sponsor governance, not directly in his name).
- Pay practices: No cash compensation paid to directors to date reduces direct cash-conflict risk. However, the administrative services fee paid to the Sponsor creates a related-party cash outflow; conflicting disclosures ($15,000 vs $5,000 per month) warrant clarification.
- Control and incentives: Sponsor/Insiders control ~44% of voting power and intend to vote in favor of extensions; sponsor equity and warrants become worthless if no deal closes—powerful incentive to complete a transaction, irrespective of quality. This is a structural SPAC conflict that can affect board judgment.
- Market/liquidity risk: OTC Pink trading status may depress liquidity and governance oversight via reduced market scrutiny.
- Process optics: The ability of directors/officers/affiliates to purchase public shares to reduce redemptions ahead of votes may influence outcomes and reduce public float—another governance optics concern even with disclosed restrictions.
RED FLAGS
- Sponsor/Insider control (~44%) and strong deal-closing incentives from founder shares/warrants and extension loans.
- Inconsistent disclosure of administrative service fee ($15,000 vs $5,000 per month) within the same DEF 14A.
- Potential for director/officer/affiliate share purchases around votes to shape redemption dynamics and reduce float.
- Delisting to OTC Pink with attendant liquidity and coverage risks.
Items not disclosed in the 2025 DEF 14A (thus omitted): committee assignments and chair roles, independence designation, attendance rates, director-specific equity/option awards, clawback policy, stock ownership guidelines, other directorships/interlocks, and detailed biography (education/age/prior roles).