Chad Kolean
About Chad Kolean
Chad J. Kolean, 60, is Vice President, Secretary and Chief Financial Officer of Cellectar Biosciences (CLRB). He rejoined as CFO on February 22, 2022 and was appointed Secretary in April 2022 . He holds a B.A. in Business Administration from Hope College and is a former Arthur Andersen CPA . During his current tenure, CLRB’s TSR index (value of $100 invested) fell to $1.44 in 2024 and net loss was $(44,581,446) for FY2024, underscoring a high-risk biotech profile with strategic, rather than financial, bonus metrics for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cellectar Biosciences | Chief Financial Officer (prior tenure) | 2014–2017 | Prior CFO experience at CLRB supports continuity and capital markets familiarity . |
| Vivex Biologics | Chief Financial Officer | Oct 2019–Jan 2022 | Commercial-stage CFO experience in regenerative medicine . |
| Titan Spine | Chief Financial Officer | Sep 2017–Sep 2019 | Company sold to Medtronic; transaction experience . |
| Pioneer Surgical Technology | CFO; Chief Accounting Officer | CFO Apr 2012–Jul 2013; CAO Sep 2011–Mar 2012 | Led finance through sale to RTI Biologics . |
| TomoTherapy (public) | Corporate Controller | Jul 2010–Aug 2011 | Radiation oncology equipment; M&A with Accuray . |
| Metavante Corporation | Multiple finance leadership roles | 2001–2008 | Banking/payments technology; FP&A and shared services leadership . |
| Snap-On; Herman Miller; Kaydon | Finance roles | N/A | Diverse industrial exposure . |
| Arthur Andersen LLP | Public accounting (CPA) | N/A | Foundational audit/accounting experience . |
External Roles
No current public-company board roles disclosed for Mr. Kolean in CLRB proxy statements .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 390,000 | 425,000 |
| Target Bonus (% of Salary) | 40% (per employment agreement) | 40% (per employment agreement) |
| Actual Bonus Paid ($) | 234,000 | 85,000 |
| Stock Awards ($) | 112,770 (fully vested shares granted Dec-2023) | – |
| Option Awards ($) | 284,960 | 713,400 (re: 290,000 options granted; grant date under ASC 718 in 2024) |
| All Other Compensation ($) | 87,230 (cash to cover tax withholding on vested stock) | – |
| Total ($) | 1,108,960 | 1,223,400 |
Performance Compensation
Annual Cash Bonus Plan
- Metrics are a mix of financial and strategic objectives; NEOs are paid the same percentage on financial objectives; strategic objectives may vary by subject matter (specific weights/targets not disclosed) .
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Annual Cash Bonus (FY2023) | Not disclosed | 40% of salary | Not disclosed | 234,000 |
| Annual Cash Bonus (FY2024) | Not disclosed | 40% of salary | Not disclosed | 85,000 |
Equity Awards (Grants and Vesting)
| Grant Date (Accounting) | Type | Shares | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Jun 14, 2024 (approved Nov 30, 2023; ASC 718 grant in 2024) | Stock Options | 290,000 | $2.65 | $713,400 | 1/3 on first anniversary; remainder in 24 monthly installments, subject to service |
| Jan 17, 2023 | Stock Options | 208,000 | $1.68 | Not disclosed | 1/3 after 1 year; then 24 monthly installments, subject to service |
| Feb 22, 2022 | Stock Options | 150,000 (original grant at hire) | Closing price on grant date | Not disclosed | Vests in three equal annual installments |
Outstanding Equity (FY2024 year-end, by award)
| Award | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (11/30/2023) | 96,686 | 193,314 | $2.65 | 11/30/2033 |
| Options (01/17/2023) | 132,896 | 75,104 | $1.68 | 01/17/2033 |
| Options (02/22/2022) | 10,000 | 5,000 | $4.90 | 02/21/2032 |
Additional plan feature: Options under the 2015/2021 plans become fully vested upon a “termination event” within one year following a change in control, subject to definitions in the plans .
Equity Ownership & Alignment
| As of Record Date | Shares Owned | Right to Acquire (≤60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Apr 17, 2025 | 42,578 | 239,582 (options exercisable within 60 days) | 282,160 | <1% |
- Hedging/pledging: Company policy prohibits hedging and pledging; no exemptions granted since adoption .
- Ownership guidelines: Not disclosed for executives in the 2024/2025 proxies .
Employment Terms
| Term | Details |
|---|---|
| Start Date / Current Titles | Rejoined as CFO Feb 22, 2022; appointed Secretary Apr 2022 . |
| Base Salary & Bonus Target | Base salary adjusted over time; target bonus equals 40% of base salary . |
| Severance (no CIC) | 9 months of severance if dismissed without cause or resigns for good reason . |
| Severance (double-trigger CIC) | 18 months of severance if dismissed without cause or resigns for good reason within 12 months post-CIC . |
| Benefits in Severance | Health insurance payment/reimbursement during severance period (durations per agreement) . |
| Equity on CIC Termination | Options become fully vested upon a termination event within one year following a change in control, per plan . |
| Non-Compete / Non-Solicit | 9-month non-compete and non-solicit post-termination; tolling during proceedings . |
| 280G Treatment | “Best net” cutback to avoid excise tax if beneficial; no gross-up . |
| Other | Cooperation clause post-employment; Delaware law; arbitration for certain disputes . |
Performance & Track Record
- TSR and earnings context: TSR index at $1.44 (value of $100 invested) as of FY2024; FY2024 net loss was $(44,581,446) . Executive pay is weighted to long-term stock options and strategic/operational goals rather than financial metrics .
- Audit/controls environment: In 2024, CLRB changed auditors and restated FY2023 and FY2022 financials related to the accounting of warrants and preferred stock; material weaknesses were noted and a re-audit was conducted by Deloitte . The Audit Committee receives periodic cybersecurity risk updates from the CFO .
Compensation Committee & Governance Notes
- Compensation Committee members: John Neis (Chair), Frederick W. Driscoll, Douglas J. Swirsky; Aon/Radford engaged as independent compensation consultant .
- Insider trading policy prohibits hedging/pledging as noted above .
Investment Implications
- Alignment: Kolean’s target bonus is a fixed 40% of salary, while realized pay skews to options with multi-year vesting (11/30/2023 grant vests through 2026), aligning incentives with longer-term equity value creation .
- Retention risk: Employment protections include 9–18 months of severance and double-trigger CIC provisions; a 9-month non-compete/non-solicit adds retention leverage but is modest versus peers with 12–24 months covenants .
- Selling pressure: Option exercises could create incremental supply as tranches vest monthly from the 11/30/2023 grant; beneficial ownership remains <1%, limiting insider alignment through owned shares .
- Governance red flags: 2024 restatements and prior material weaknesses elevate control-risk perception; investor focus on remediation status and CFO-led financial reporting rigor is warranted .
- Near-term technicals: The 2025 proxy sought reverse split authority to address Nasdaq bid price deficiency, a backdrop that can amplify volatility around catalysts and option-vesting windows .