Jeffrey Chell
Actinium PharmaceuticalsAbout Jeffrey W. Chell
Jeffrey W. Chell, M.D. (age 72) is an independent, Class II director of Actinium Pharmaceuticals, Inc., serving on the Board since April 2018. He is a physician-executive best known for leading the National Marrow Donor Program (NMDP) as CEO (2000–2017) and now CEO emeritus; he brings deep domain expertise in hematology/oncology networks, transplant logistics, and research infrastructure. At ATNM, he is designated independent under NYSE American rules and serves on the Audit and Compensation Committees, with a current Board term expiring at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Marrow Donor Program (NMDP) | Chief Executive Officer; CEO Emeritus | CEO 2000–2017; CEO Emeritus 2017–present | Led Be The Match Registry growth (tripled to >12M donors), facilitated transplants grew fivefold to >6,400 annually; revenue >$400M/year . |
| Allina Medical Clinics | President | 1994–1999 | Led a 450-physician multi-specialty medical group . |
| U.S. Air Force Medical Corps; Internal Medicine (Minneapolis) | Physician | Prior to 1994 | Clinical practice roles . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Center for International Blood & Marrow Transplant Research (CIBMTR) | Co-founder; Executive Director | Since 2004 | Leading research program producing 70+ peer-reviewed publications/year . |
| Jeff Gordon Children’s Foundation | President | Current | Non-profit funding pediatric cancer research/therapy . |
| CLR Insurance (captive insurer) | Chair | Current | Captive insurance company (Cayman) . |
| Bone Marrow Donors Worldwide | Co-chair | 2014–2016 | IT transformation; improved revenues/reduced costs . |
Board Governance
- Independence and structure: Chell is independent under NYSE American rules; Board has combined Chair/CEO with a Lead Independent Director (David Nicholson) and independent committee chairs .
- Committee assignments: Member, Audit Committee (Steinhart chair) and Compensation Committee (Nicholson chair). Not a committee chair himself .
- Attendance and engagement: In 2024, each director attended at least 75% of Board/committee meetings. Audit Committee met 4x (all members present) and Compensation Committee met 1x (all members present) in 2024, indicating full committee attendance by Chell .
- Annual meeting participation norm: Company does not require directors to attend; 2024 Annual Meeting representation was by CFO/Controller with CEO by phone .
- Shareholder vote signal: Chell was re-elected on Nov 27, 2024 with 6,500,964 “For” and 3,685,528 “Withhold” (9,537,795 broker non-votes), a notable withhold count among votes cast .
- Policies: Code of Business Conduct and Ethics; anti-hedging/anti-pledging policy prohibits short sales and hedging transactions by directors/officers/employees .
Fixed Compensation
Director cash retainers and fees (last three years):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $51,000 | $51,000 | $62,500 |
| Stock Awards | — | — | — |
| Option Awards (Grant-Date Fair Value) | $250,748 | $249,997 | $0 |
| Total | $301,748 | $300,997 | $62,500 |
- Board/committee fee schedule: Non-employee director annual retainer increased from $40,000 (2023) to $45,000 (2024). Committee fees (2024): Audit Chair $20,000/Member $10,000; Compensation Chair $15,000/Member $7,500; Nominating Chair $10,000/Member $6,000. Lead Independent Director receives an additional $10,000 .
Performance Compensation
Equity awards and structure:
| Metric | 2022 | 2023 | 2024 | 2025 YTD |
|---|---|---|---|---|
| Option Awards Granted (Grant-Date Fair Value, USD) | $250,748 | $249,997 | $0 | — |
| Options Outstanding at Year-End (Count) | 112,173 | 182,484 | 182,484 | 0 (all director options canceled 3/31/2025; none held as of 11/1/2025) |
- Grant mechanics: In 2023, each non-employee director received options to purchase 70,311 shares at a $5.00 strike with a 10-year term; vesting 2% monthly under the 2019 Plan .
- 2025 restructuring: On March 31, 2025, the Board approved cancellation of certain options (incl. director options); all directors consented and hold no stock options as of Nov 1, 2025 .
Performance metrics tied to director pay: Not applicable; director compensation is retainer/committee fees plus time-vested options historically; no performance-conditioned director equity disclosed .
Change-in-control/Severance for directors: None disclosed beyond standard executive arrangements; the company states no change-of-control or severance agreements with directors .
Other Directorships & Interlocks
- Public company boards: None disclosed for Chell .
- Non-profit/other: President, Jeff Gordon Children’s Foundation; Chair, CLR Insurance; CEO Emeritus, NMDP; Executive Director, CIBMTR .
Expertise & Qualifications
- Education and credentials: M.D., University of Minnesota; Internal Medicine training at University of Wisconsin–Madison; Diplomate, American Board of Internal Medicine .
- Domain expertise: Hematology/oncology transplant ecosystems, donor registries, clinical research operations, and healthcare leadership; recognized with multiple industry awards (e.g., 2018 Public Service Award, ASBMT; 2017 Most Admired CEO) .
Equity Ownership
Beneficial ownership and alignment:
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership – Shares (incl. options exercisable within 60 days) | 54,415 | 94,703 | 0 |
| Notes | Options constituted the reported beneficial holdings . | Options constituted the reported beneficial holdings . | All director options canceled effective 3/31/2025; no beneficial holdings reported as of record date . |
- Ownership guidelines: No specific director stock ownership guidelines disclosed; anti-hedging/anti-pledging policy in place .
- Related-party transactions: None involving Chell; company reports no related party transactions since Jan 1, 2022 requiring disclosure .
Governance Assessment
Key findings for investors:
- Independence and committee roles: Chell is independent and active on two core committees (Audit, Compensation), with full committee attendance reported in 2024—supportive of board effectiveness .
- Engagement: Board-level attendance threshold (≥75%) met by all directors in 2024; committee attendance was 100% for Audit and Compensation, indicating strong engagement in oversight functions .
- Compensation mix trend: Shift away from equity in 2024 (no option grant) and cancellation of legacy options in 2025 eliminates option overhang but also reduces direct equity alignment for directors, including Chell (now no options outstanding) .
- Ownership alignment: Chell reported 0 shares beneficially owned as of the 2025 record date following the 2025 option cancellations; prior beneficial ownership was solely via options (not common shares) in 2023–2024 .
- Shareholder vote signal: Re-election on 11/27/2024 carried but with a meaningful withhold vote relative to votes cast (6.50M for vs 3.69M withhold; 9.54M broker non-votes), which some investors may view as a cautionary signal on support levels .
Potential red flags and mitigants:
- RED FLAG: Zero current beneficial ownership post-2025 option cancellations may raise alignment concerns for some governance frameworks focused on “skin-in-the-game” .
- RED FLAG: Elevated withhold votes in the 2024 director election versus typical small-cap norms suggest a pocket of shareholder dissatisfaction (context not specified in filings) .
- Mitigants: Independent status; strong committee attendance; robust anti-hedging/anti-pledging policies; no related-party transactions disclosed .
Upcoming items to monitor:
- 2025 Annual Meeting includes say-on-pay and frequency proposals, which could offer additional insight into investor sentiment toward governance/compensation practices .