Luis Goldner
About Luis Goldner
Luis Goldner, 56, is Chief Executive Officer (appointed October 23, 2024) and a director of Versus Systems (joined board December 2023). He holds a degree in Economics from Universidade Gama Filho (RJ–Brazil) and previously served as COO at ICARO Media Group, CEO of Intralot do Brazil and Trust Impressores, and VP Business at Skyy Digital Media Group . Under his tenure-to-date, FY 2024 revenues declined 79% year over year (to $57,288) as the company reset operations, while net loss narrowed to $4.57M from $10.51M in FY 2023 as costs were reduced . The board structure separates the CEO and Chair roles (Chair: Juan Carlos Barrera), with independent committees and eight executive sessions in 2024, supporting baseline governance practices .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 271,169 | 57,288 |
| Net Loss ($) | (10,512,157) | (4,574,836) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICARO Media Group, Inc. | Chief Operating Officer | 2019–2024 | Led global partnerships, consumer trends, and operational best practices . |
| Skyy Digital Media Group | VP of Business | 2018–2019 | Commercial leadership in digital media . |
| Intralot do Brazil | Chief Executive Officer | n/a | Grew the lottery operator presence in Brazil . |
| Trust Impressores (Oberthur Group) | Chief Executive Officer | n/a | Leadership in high-security printing/services . |
| Estrategia Investimentos SA / Citibank | Head of BD; Managing Director (Asset Mgmt) | n/a | Business development and asset management leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ASPIS Cyber Technologies, Inc. | Director | n/a | Affiliate of VS’s largest shareholder; ASPIS funded VS via convertible note . |
| ICARO Media Group, Inc. | Member, Board of Directors | n/a | Governance role alongside COO tenure . |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Base Salary ($) | 41,667 |
| All Other Compensation ($) | 83,333 (board compensation) |
| Total ($) | 125,000 |
Director compensation paid to Goldner prior to CEO role:
| Director | 2024 Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Luis Goldner | 83,333 | — | — | 83,333 |
Notes:
- At CEO appointment, no employment agreement or equity grant had yet been made; determinations were pending .
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting/Details |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | n/a | n/a | No bonus disclosed for 2024 . |
| Equity (RSUs/PSUs) | Not disclosed | n/a | n/a | No stock/option awards disclosed for 2024; none outstanding at FY-end . |
| Stock Options | Not disclosed | n/a | n/a | Company plan exists; no 2024 grants to Goldner reported . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Executive Officers and Directors as a Group (7 persons) | 11,827 | <1% |
| ASPIS Cyber Technologies, Inc. | 2,155,172 | 43.97% |
| Cronus Equity Capital Group, LLC | 989,903 | 20.20% |
Additional alignment considerations:
- No outstanding executive equity awards at FY-end 2024, reducing near-term vest-related selling pressure signals .
- Goldner is a non‑independent director and also serves on the board of ASPIS, an affiliate of VS’s largest shareholder, indicating potential interlocks and influence from control shareholders .
- Company-wide, only 2,555 options are outstanding; 373,347 shares remain available under the 2017 Plan (max 10-year term; default immediate vesting unless otherwise set by the board) .
Employment Terms
| Item | Detail |
|---|---|
| CEO appointment date | October 23, 2024 |
| Employment agreement | None at appointment; no grants/awards made as of filing |
| Severance / Change-in-Control | Not disclosed for Goldner. Prior executives (Pierce, Finster, Peymani) received six months’ salary upon separation (context for board precedent) . |
| Clawback / Ownership guidelines | Not disclosed in available filings. |
Board Governance
| Item | Detail |
|---|---|
| Roles | CEO: Luis Goldner; Chairman: Juan Carlos Barrera (separate) . |
| Independence | Audit, Compensation, and Nominating committees comprised solely of independent directors . |
| Committee Chairs | Audit: Aric Spitulnik (financial expert); Compensation: Juan Carlos Barrera; Nominating: David Catzel . |
| Meetings (2024) | Board met 15 times; 8 executive sessions of independent directors; ≥75% attendance by current members . |
| Director status | Proxy card denotes Goldner as non‑independent . |
Related Party & Capital Structure Highlights
- ASPIS funding: $2.5M senior convertible note (10% interest) with automatic conversion into units upon shareholder approval and redomicile; conversion at $1.16 per share with 0.5 warrant per share (warrant exercise $4.00, 5-year term). If fully funded/converted, ASPIS would receive 2,155,172 shares and 1,077,586 warrants and hold ~43.6% of common shares (pre-warrant) .
- Redomicile to Delaware and shareholder approval for ASPIS conversion completed Dec 24, 2024 (board-approved continuance and share issuance) .
- Concentration: ASPIS 43.97% and Cronus 20.20% control large stakes; company risk factors note two shareholders can exert substantial influence over governance outcomes .
Performance & Track Record
- Customer contraction and reset: Active customers decreased from 16 (2023) to 2 (2024), contributing to revenue decline to $57k in 2024 .
- Cost actions: SG&A declined 27% YoY in 2024; net loss narrowed to $4.57M from $10.51M .
- Liquidity and listing: Company disclosed going-concern uncertainties and Nasdaq listing compliance risks (with subsequent regaining of minimum bid compliance in Dec 2024; annual meeting compliance extension to June 30, 2025) .
Compensation Structure Analysis
- Mix and variability: 2024 CEO compensation was primarily cash (partial-year salary), with no disclosed bonus or equity grants; pay was not explicitly tied to revenue, EBITDA, or TSR metrics in 2024 filings .
- Equity plan posture: No outstanding executive awards at FY-end; plan allows immediate vesting by default, but new grant cadence to current executives remains to be disclosed .
- Governance of pay: Compensation Committee (all independent; Chair: Barrera) oversees executive and director pay; use of consultants not disclosed .
Risk Indicators & Red Flags
- Control/shareholder interlocks: Goldner’s board role at ASPIS alongside ASPIS’s controlling stake elevates related-party and independence considerations in strategic and financing decisions .
- Going concern and capital dependence: Company highlights need for additional financing and going-concern uncertainty in FY 2024 10-K .
- Listing compliance: Risk disclosures around Nasdaq compliance and potential delisting impacts on liquidity and financing .
Compensation Committee Snapshot
| Committee | Members | Chair | Notables |
|---|---|---|---|
| Compensation | Spitulnik; Catzel; Barrera (all independent) | Barrera | Oversees CEO/executive pay, equity plans, and agreements . |
Investment Implications
- Alignment: Absence of disclosed performance-linked pay and equity awards for Goldner in 2024, combined with minimal insider beneficial ownership (<1% for executives/directors as a group), suggests limited direct alignment via ownership/incentives; however, the ASPIS/Cronus control block and Goldner’s ASPIS directorship indicate alignment with control shareholders rather than dispersed minorities .
- Retention and grant overhang: With no reported CEO employment agreement or equity awards at appointment, upcoming disclosures on employment terms and potential equity grants will be key signals for retention and future selling pressure (none near-term given no outstanding awards at FY-end) .
- Governance and related party lens: Independent committee structure and separate Chair/CEO provide baseline checks, but ASPIS financing and board interlocks require monitoring for related-party terms and capital allocation decisions that may affect minority holders .
- Turnaround risk: Revenue base remains small with concentrated customers; while losses narrowed via cost cuts, going-concern and financing reliance remain central variables for execution under Goldner’s leadership .