Johan (Thijs) Spoor
About Johan (Thijs) Spoor
Chief Executive Officer and Director of Perspective Therapeutics (CATX) since February 5, 2023; appointed to the Board in connection with the Viewpoint Molecular Targeting merger. Background spans nearly 30 years across nuclear pharmacy, imaging at GE Healthcare (Amersham), sell-side equity research (J.P. Morgan, Credit Suisse), and multiple public and private biotech CEO roles. Education: Pharmacy degree (University of Toronto); MBA (Columbia Business School) . 2024 pay-versus-performance shows a cumulative TSR value of $39.88 (from a $100 base measured per the company’s disclosure convention) and GAAP net loss of $79.3 million in 2024 (vs. $46.5 million in 2023) . The Compensation Committee determined 2024 annual bonus metrics achieved at 100% of target for the CEO; target opportunity was 50% of base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perspective Therapeutics (CATX) | Chief Executive Officer; Director | Feb 2023–present | Leads strategy and operations post-merger with Viewpoint . |
| Viewpoint Molecular Targeting | President, CEO; Director | Feb 2022–Feb 2023 | Led operations; merger into CATX . |
| KBP Biosciences | President & CEO | Oct 2019–Jun 2021 | Led fundraising, IPO readiness, and small-molecule clinical programs through Phase 2 . |
| AzurRx BioPharma (NASDAQ IPO) | President & CEO | Jan 2016–Oct 2019 | Led Nasdaq IPO, regulatory approvals, multiple Phase 2 studies . |
| FluoroPharma Medical | President & CEO | Sep 2010–Dec 2015 | Took company public . |
| Oliver Wyman | Strategy Consultant (Health/Life Sciences) | Prior period | Advised Fortune 500 healthcare clients . |
| J.P. Morgan; Credit Suisse | Equity Research Analyst | Prior period | Covered biotech/medtech; capital markets expertise . |
| GE Healthcare (Amersham) | Imaging commercial leadership | Early career | Nuclear pharmacy training; leadership in cardiology/oncology imaging . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Verifi Water, Inc. | Director | 2017–2023 | Prior private company board experience . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary rate ($) | $575,000 as of Jun 1, 2023 | $630,000 effective Feb 26, 2024 | Salary increased with role scale . |
| Salary paid ($) | $506,269 | $619,423 | Summary Compensation Table values. |
| Target annual bonus (% of salary) | 50% (CEO) | 50% (CEO) | Target set by Comp Committee. |
| Actual annual bonus ($) | $287,500 | $315,000 | 2024 metrics achieved at 100% of target . |
| All other compensation ($) | $40,346 (incl. PTO payout and 401(k) match) | $13,800 (401(k) match) | Footnotes detail components. |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Timing/Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (STI) | Corporate objectives (not itemized) | Not disclosed | 50% of base salary (CEO) | 100% of target; $315,000 for 2024 | Paid in Q1 following fiscal year . |
| Stock options (2024 grant) | Time-based vesting | N/A | 500,000 options at $10.65 strike | N/A | 1/48 monthly vesting from Jul 20, 2024; expires 6/20/2034 . |
| Stock options (2023 grant) | Time-based vesting | N/A | ~333,887 options at $2.40 strike | N/A | 25% on 12/12/2023; 25% annually through 12/12/2026; expires 12/12/2033 . |
| Assumed options (Viewpoint merger) | N/A | N/A | 845,475 options at $1.30 strike | Fully exercisable | Expire 2/13/2032 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 2, 2025) | 87,683 common shares; plus 1,154,087 options exercisable within 60 days; 1.65% of common stock outstanding (including exercisable instruments as defined) . |
| Common share breakdown | 59,383 direct; 5,400 IRA; 12,600 spouse IRA; 1,000 spouse; 4,650 each held by two children . |
| Vested vs. unvested options (12/31/2024) | 2024 grant: 62,500 exercisable / 437,500 unexercisable at $10.65; 2023 grant: 166,945 exercisable / 166,942 unexercisable at $2.40; 2022 assumed grant: 845,475 exercisable at $1.30 . |
| Hedging/pledging | Prohibited for directors/officers (no short sales, derivatives, hedges, margin or pledging) per Insider Trading Policy . |
| Director pay for board service | Employee directors receive no director compensation; Spoor received none for board service in 2024 . |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement start | Employment agreements effective June 16, 2023 . |
| At-will | Yes; either party may terminate at any time . |
| Severance (no cause/at-will termination) | Accrued pay/expenses; any announced unpaid bonus; 12 months’ base salary; pro‑rated quarterly and annual bonuses; up to 12 months COBRA premiums . |
| Change-of-control (CoC) cash | Regardless of retention by acquirer: 12 months’ salary paid per regular payroll; if not retained by acquirer: also receives standard severance (but not duplicative beyond “CoC Compensation”) . |
| Equity on CoC | All unvested equity awards, at executive’s option, vest and become immediately exercisable/unrestricted (single-trigger equity acceleration) . |
| Restrictive covenants | Confidentiality; non‑compete and non‑solicit for one year post-termination . |
| Clawback | Recoupment policy aligned with SEC/NYSE American rules for restatements; applies to performance-based comp including options . |
Board Governance
- Board/committee roles: Spoor is a director; not on Audit, Compensation, or Nominating committees .
- Independence: The Board determined Spoor is not independent as an employee director; independent directors include Henson, Morich, and Williamson .
- Leadership structure: Roles of Chair and CEO are separated; Chair is Lori A. Woods (not independent due to prior employment within past three years) .
- Meetings/attendance: Board met 7 times in 2024; committees met 4 (Audit), 7 (Compensation), 2 (Nominating); all directors attended at least 75% of applicable meetings .
- Executive sessions: Independent directors are required to meet at least annually .
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (advisory) | 38,730,185 | 13,686,122 | 151,728 | 8,282,256 |
- Approval rate on votes cast ≈ 73.7% (calculated from disclosed tallies) .
Compensation Committee Analysis
- Committee independence and remit: Compensation Committee is independent (Williamson, Chair; Henson; Morich); CEO provides input for others’ pay but not his own; Committee can engage independent consultants .
- Consultants: 2023—Anderson Pay Advisors; 2024—Aon for comprehensive program review .
- Peer group (2024): 21 oncology/biotech peers (e.g., Fusion Pharmaceuticals, Relay Therapeutics, Kura Oncology, Kymera Therapeutics, Day One Biopharmaceuticals, etc.) used for benchmarking .
Additional Indicators and Policies
- Insider trading policy: Prohibits short sales, options/derivatives, hedging/monetization transactions, and pledging/margin .
- Equity grant practices: Grants at FMV; no timing around MNPI; 2024 no grants within window-blackouts around material filings .
- Director compensation (for context): Non-employee directors in 2024 received $60,000 cash retainer, $30,000 Chair premium, $15,000 committee chair retainers, plus options (23,000, 1-year vest) . Spoor, as an employee director, received none .
Investment Implications
- Pay-for-performance alignment: Cash pay is moderate with a 50% bonus target and 100% payout for 2024 corporate objectives; long-term incentives are entirely in stock options with multi-year vesting, which ties realized value to stock appreciation but creates steady monthly vesting from the 2024 grant (potential incremental liquidity) .
- Governance risk flags (mitigated/heightened): Separation of Chair/CEO is positive, but the Chair is not independent; Spoor is an employee director and not independent; however, key committees are independent. Single-trigger CoC equity acceleration and guaranteed 12 months salary at CoC regardless of retention are shareholder-unfriendly relative to double-trigger norms and could incentivize event-driven outcomes .
- Retention and overhang: One-year non-compete/non-solicit and 12-month severance support retention; significant option holdings (including legacy Viewpoint options) further align interests but also contribute to potential dilution if substantially in-the-money over time .
- Shareholder sentiment: Say-on-Pay passed with ~74% support—acceptable but not overwhelming—suggesting room for clearer disclosure of performance metrics and potential scrutiny of CoC terms and equity vesting design .
- Financial backdrop: Negative GAAP net income and depressed cumulative TSR context heighten scrutiny on pay outcomes and option strike calibrations ($10.65 in 2024 vs. $2.40 in 2023 grants) as indicators of alignment through the cycle .
Overall, Spoor’s package is heavily equity-oriented with clear at-risk exposure via options and a straightforward cash bonus plan. Key governance watchpoints are the single-trigger CoC features and a non-independent Chair, while independent committees and prohibitions on hedging/pledging strengthen alignment and risk controls **[728387_0000950170-25-054776_catx-20250415.htm:36]** **[728387_0000950170-25-054776_catx-20250415.htm:16]** **[728387_0000950170-25-054776_catx-20250415.htm:48]** **[728387_0000950170-25-054776_catx-20250415.htm:43]**.