Sandesh Seth
Actinium PharmaceuticalsAbout Sandesh Seth
Chairman and CEO of Actinium Pharmaceuticals (ATNM); age 61; director since March 2012, Chairman since October 2013, CEO since June 2017; prior Executive Chairman (Aug 2014–Jun 2017) . Education: MBA (NYU), MS Pharmaceutical Sciences (University of Oklahoma Health Center), B.Sc. Chemistry (Bombay University); Regulatory Affairs Certified; several radiopharmaceutical patents . ATNM’s combined Chair/CEO structure is offset by a Lead Independent Director (David Nicholson) and fully independent committee chairs . Pay-versus-performance data show TSR degradation ($100 → $136.54 in 2022; $65.13 in 2023; $16.15 in 2024) and net losses of $33.0M (2022), $48.8M (2023), $38.2M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Actinium Pharmaceuticals | Chairman and Chief Executive Officer | CEO since 2017; Chairman since 2013 | Led radiotherapeutics strategy; advanced Actimab-A and conditioning programs |
| Actinium Pharmaceuticals | Executive Chairman | 2014–2017 | Transitioned leadership; strategic financing and program development |
| Relmada Therapeutics | Chairman (co-founder) | Not disclosed | Built specialty pharma footprint in CNS therapeutics |
| Laidlaw & Co (UK), Cowen & Co. | Investment banking | Not disclosed | Capital markets, financing experience relevant to ATNM |
| Bear Stearns, Commonwealth Associates | Equity research | Not disclosed | Scientific/market analysis foundations |
| Pfizer, Warner-Lambert, SmithKline | Strategy/BD/R&D project management | Not disclosed | Pharma operating expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regulatory Affairs Professionals Society | Regulatory Affairs Certified | Not disclosed | FDA proficiency credential aligned to development and compliance |
| University of Oklahoma | Regents Award for Research Excellence | Not disclosed | Recognition for research output |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (set) |
|---|---|---|---|
| Base Salary (USD) | $705,000 | $733,200 | $762,320 |
| Target Bonus % of Salary | 50% | 50% | 50% |
| Annual Bonus Paid (USD) | $500,000 (for 2022 performance) | $440,000 (for 2023 performance) | Not disclosed |
Notes: Target bonus 50% of base; Board may apply “other multipliers”; options historically granted under 2019 Plan with monthly vesting (see Performance Compensation) .
Performance Compensation
| Incentive type | Grant date | Quantity / terms | Vesting | Outcome / status |
|---|---|---|---|---|
| RSU (exchange for prior warrants) | Aug 17, 2022 | 300,000 RSUs | Earliest of CoC, termination not for cause, or 3rd anniversary | Vested Aug 17, 2025; 120,900 withheld for taxes; 170,900 shares issued |
| Stock options | Dec 28, 2023 | 984,367 @ $5.00; 10-year term | 2% monthly vesting per 2019 Plan | Canceled (with consent) Mar 31, 2025 (part of 2,385,974 options canceled); holds no options as of Nov 1, 2025 |
| Legacy options | Various (2010–2033 expiries) | Multiple lots at strikes $4.96–$59.70 | Various; some fully vested | All canceled Mar 31, 2025 per above |
Performance metrics tied to incentive payouts: not specifically disclosed in proxy; Company states it did not use financial performance measures for “pay vs performance” under Item 402(v) (smaller reporting company status) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 184,481 (as of record date Oct 16, 2025) |
| Ownership % of shares outstanding | <1% (31,195,891 outstanding) |
| Options – exercisable/unexercisable | 0 / 0 (all canceled Mar 31, 2025) |
| RSUs – unvested | 0 (300,000 vested Aug 17, 2025; 170,900 shares issued, 120,900 withheld) |
| Hedging/pledging | Company maintains anti-hedging and anti-pledging policies |
| Stock ownership guidelines | Not disclosed |
| Shares pledged as collateral | Not disclosed; anti-pledging policy in place |
Interpretation: Ownership is low and primarily common stock post-option cancellation; RSU vest in Aug 2025 increased delivered shares but withholding reduced net issuance .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement date/term | Employment agreement Aug 12, 2020; amended Nov 1, 2023 to extend term to Feb 21, 2027 |
| Base salary setting | Board-aligned to 25th–75th percentile market data; benefits standard |
| Annual bonus target | 50% of base salary; Board may determine multipliers |
| Equity grant terms (options) | Exercise price = closing price on grant date; 2% monthly vesting; 10-year expiry; contingent on continued service |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: lump sum = 24 months compensation; 24 months health benefits; immediate vesting of all outstanding equity; pro-rated bonus |
| Severance (with CoC – double trigger) | If terminated without Cause or resigns for Good Reason—or failure to renew on Feb 24, 2027—within 12 months beginning on CoC date: 30 months compensation; 30 months health; immediate vesting; pro-rated bonus |
| Non-compete / confidentiality | Executives sign non-compete/confidentiality with invention assignment and confidentiality obligations |
| Anti-hedging/pledging | Company has policies restricting hedging/pledging transactions |
| Clawback | Not disclosed |
| Tax gross-ups | Not disclosed |
Potential payments illustrative table (Company’s proxy assumptions as of June 30, 2025): Total cash/benefits $1,715,220 (no CoC) vs $2,096,380 (with CoC) for CEO; immediate equity vesting noted (options later canceled) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 initial investment | $136.54 | $65.13 | $16.15 |
| Net Loss (USD) | $(33,017,000) | $(48,818,000) | $(38,243,000) |
Legal proceedings: Putative class action (Kohil v. Actinium Pharmaceuticals, Inc., et al.) filed Mar 27, 2025 naming Sandesh Seth and others as defendants (alleged misstatements re Iomab-B Phase 3 SIERRA); derivative actions filed May 2025; cases consolidated; derivative action stayed pending motion to dismiss; outcome uncertain .
Board Governance
- Board classified (six directors); Seth is Class II, term to 2027 Annual Meeting .
- Combined Chairman/CEO with Lead Independent Director (David Nicholson) since Sep 2017; executive sessions; feedback and evaluation responsibilities .
- Committees: Audit (Chair Richard Steinhart), Compensation (Chair David Nicholson), Nominating & Corporate Governance (Chair Ajit Shetty); all independent .
- Board meetings 2024: six; each director ≥75% attendance; Annual Meeting attended via phone by Chairman/CEO (directors not required to attend) .
- Director compensation applies to non-employee directors only; CEO does not receive director fees .
Compensation Structure Analysis
- Year-over-year mix shifted away from options in 2024 (no option grants) vs large options in 2023 ($3.5M grant-date fair value), followed by broad option cancellations in Mar 2025 (reducing potential future dilution but also removing performance-levered upside) .
- Bonus framework uses Board-determined goals; explicit financial performance measures not disclosed; Company states no “financial performance measures” were used for Item 402(v) pay-versus-performance .
- Severance terms include single-trigger accelerated vesting upon termination without cause (no CoC) and double-trigger enhanced multiples with CoC—shareholder-unfriendly vesting acceleration risk profile .
- Independent compensation consultant (StreeterWyatt) engaged; 2024 fees $35,000; peer group developed (details not disclosed) .
Equity Ownership & Trading Signals
- Ownership alignment: beneficial ownership <1% post-options cancellation; RSU vest added net 170,900 shares; anti-hedging/anti-pledging policies in place; no pledging disclosed .
- Insider selling pressure: RSU vest on Aug 17, 2025 could create taxable-event selling; no 10b5-1 plan disclosures in proxy; options canceled in 2025 reduced exercise-driven sell pressure .
- Legal overhang: securities class action and derivative suits may affect trading sentiment and retention risk for executives .
Employment & Contracts
- Tenure: CEO since 2017; agreement extended to Feb 21, 2027; non-compete/confidentiality obligations; robust severance/change-in-control economics with accelerated vesting .
- No disclosed clawback, gross-ups, ownership guidelines, or deferred comp/pension benefits in proxy .
Investment Implications
- Pay-for-performance alignment risk: absence of disclosed performance metrics tied to bonus/equity; single-trigger vesting upon termination and generous double-trigger CoC multiples elevate governance concerns .
- Alignment/retention: low personal ownership (<1%) and removal of option leverage may reduce long-term alignment; RSU vesting adds common shares but net issuance was reduced by tax withholding .
- Governance mitigants: Lead Independent Director and fully independent committee chairs provide oversight for combined Chair/CEO model .
- Legal/strategic overhang: ongoing litigation and FDA-required additional studies for Iomab-B (company-wide) may impact executive focus and market sentiment; however, CEO’s regulatory and capital markets background is relevant to navigating development/financing cycles .