James Caruso
About James Caruso
James V. Caruso is President, Chief Executive Officer, and a director of Cellectar Biosciences since June 2015; he holds a B.S. in Finance from the University of Nevada and previously held senior commercial roles at Hip Innovation Technology, Allos Therapeutics, Bone Care International, Novartis, BASF Pharmaceuticals-Knoll, and Bristol-Myers Squibb . Cellectar’s “pay versus performance” disclosure shows Compensation Actually Paid to the CEO of $146,850 in 2022, $2,350,558 in 2023, and $1,321,211 in 2024, while TSR for a hypothetical $100 investment was $8.22 (2022), $13.32 (2023), and $1.44 (2024), and net losses were $28,601,254 (2022), $37,983,496 (2023), and $44,581,446 (2024) . Mr. Caruso’s board role is non-independent (as an employee-director), with the chair and CEO roles separated (Douglas Swirsky is independent Chair), and all three standing committees composed entirely of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hip Innovation Technology | Founder; EVP & COO | Aug 2010 – Jun 2015 | Commercial leadership at a medical device company; currently serves on its board |
| Allos Therapeutics | EVP & Chief Commercial Officer | Jun 2006 – Aug 2010 | Led commercial strategy at oncology company acquired by Spectrum Pharmaceuticals |
| Bone Care International | SVP, Sales & Marketing | Jun 2002 – May 2005 | Commercial leadership at specialty pharma acquired by Genzyme |
| Novartis | VP, Neuroscience Specialty Sales | Not disclosed | Senior commercial leadership in CNS portfolio |
| BASF Pharmaceuticals-Knoll | VP, Sales | Not disclosed | Senior sales leadership pre-acquisition context |
| Bristol-Myers Squibb | Senior roles | Not disclosed | Senior commercial roles at large-cap pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cellectar Biosciences | Director | Since Jun 2015 | Employee-director (not independent); no additional director fees for employee-directors |
| Hip Innovation Technology | Director | Not disclosed | Ongoing board service; prior founder/EVP & COO |
- Board service and governance: Chair/CEO roles separated (Chair: Douglas Swirsky); all Audit, Compensation, and Nominating & Corporate Governance Committee members are independent .
- Committee compositions: Audit (Chair: Frederick Driscoll; members: Asher Chanan-Khan, Stefan Loren) ; Compensation (Chair: John Neis; members: Frederick Driscoll, Douglas Swirsky) ; Nominating & Corporate Governance (Chair: Stefan Loren; members: John Neis, Douglas Swirsky) .
- Board attendance: Five board meetings in FY2024; each director attended all Board and committee meetings; independent directors expected to meet at least twice per year .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 650,000 |
| Target Bonus (%) | Up to 55% of base salary (initial target) | Up to 55% of base salary (initial target) |
| Actual Bonus Paid ($) | 450,000 | 178,750 |
| Stock Awards ($) | 107,582 | — |
| Option Awards ($) | 715,140 | 2,214,000 |
| All Other Compensation ($) | 92,418 | — |
| Total Compensation ($) | 1,965,140 | 3,042,750 |
Performance Compensation
- Annual bonus design: Determined by Compensation Committee based on achievement against predetermined financial and strategic objectives; NEOs receive the same percentage on financial objectives and variable percentages on strategic objectives depending on subject matter .
- Pay-versus-performance alignment: CEO Compensation Actually Paid fluctuates with stock performance and achievement against pre-established goals; compensation program is more tied to strategic/operational milestones than financial metrics like net income, reflecting biotech development-stage dynamics .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common shares owned (outstanding) | 49,218 |
| Rights to acquire (options/warrants exercisable within 60 days) | 966,411 |
| Total beneficial ownership | 1,015,629 |
| Ownership as % of shares outstanding | 2.16% |
| Shares outstanding (record date) | 46,079,875 |
| Hedging/pledging policy | Company prohibits hedging and pledging; no exemptions granted since adoption |
| Employee-director fee policy | Employees do not receive additional director fees |
Outstanding Equity Awards (as of 12/31/2024)
| Award Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 11/30/2023 | 300,060 | 599,940 | 2.65 | 11/30/2033 |
| 1/17/2023 | 333,518 | 188,482 | 1.68 | 1/17/2033 |
| 1/25/2022 | 137,958 | 3,942 | 5.50 | 1/25/2032 |
| 3/4/2021 | 160,000 | — | 17.40 | 3/4/2031 |
| 2/3/2020 | 10,000 | — | 27.10 | 2/3/2030 |
| 1/17/2019 | 7,500 | — | 19.90 | 1/17/2029 |
| 10/12/2018 | 15,000 | — | 26.10 | 10/12/2028 |
| 5/12/2016 | 2,000 | — | 148.00 | 5/12/2026 |
| 6/15/2015 | 375 | — | 2,640.00 | 6/15/2025 |
- 2024 option grant mechanics: Compensation Committee approved option awards on Nov 30, 2023 (subject to stockholder approval); under ASC 718 grant date is Jun 14, 2024; Mr. Caruso received 900,000 options at $2.65 with grant-date fair value $2,214,000; options vest one-third on first anniversary of grant date and in 24 equal monthly installments thereafter, subject to continuous employment .
- Change-in-control acceleration: Options granted under the 2015 and 2021 plans become fully vested upon a termination event within one year following a change in control, subject to plan definitions .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement dates | Original: Jun 15, 2015; Amended & restated: Apr 15, 2019; Amended: Mar 12, 2025 |
| Role | President & CEO |
| Base salary | Adjusted from time to time (see 2023–2024 amounts above) |
| Target bonus | Initial target up to 55% of base salary, at Compensation Committee discretion |
| Severance (no CIC) | 12 months base salary + 12 months health insurance (company premium level), contingent on release |
| Severance (within 12 months after CIC; double-trigger) | 24 months base salary + target bonus payable over 24 months (2.0x annual target bonus at termination) + 24 months health insurance; installment payments; contingent on release |
| Equity acceleration related to CIC | Options fully vest upon qualifying termination within one year post-CIC under plan terms |
Compensation Structure Analysis
- Equity-heavy pay mix in 2024 (options $2.214M vs cash salary $650k and bonus $178,750) increases alignment with TSR but may amplify pay volatility; Compensation Actually Paid fluctuated materially with stock changes and strategic goal achievement .
- 2024 options vesting schedule (front-loaded one-third at first anniversary, then monthly over 24 months) creates a multi-year cadence of potential exercisability and trading windows; company policies prohibit hedging/pledging, mitigating misalignment risks .
- CIC severance enhanced on Mar 12, 2025 (24 months salary and target bonus continuation) strengthens retention through potential strategic events but increases change-of-control costs for shareholders .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay: The company holds an advisory vote on executive compensation each year, and the Board recommends voting FOR the 2025 say-on-pay proposal .
Compensation Committee Analysis
- Committee members and independence: Compensation Committee composed of independent directors (Chair: John Neis; members: Frederick Driscoll, Douglas Swirsky) .
- Use of independent consultant: Aon/Radford retained in 2021 as independent adviser; engaged directly by the Committee; performed no other work for the company .
Performance Snapshot (Pay vs Performance Disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Compensation Actually Paid ($) | 146,850 | 2,350,558 | 1,321,211 |
| CEO Summary Compensation Table Total ($) | 1,463,172 | 1,965,140 | 3,042,750 |
| TSR ($ value of $100 investment at year-end) | 8.22 | 13.32 | 1.44 |
| Net Income (Loss) ($) | (28,601,254) | (37,983,496) | (44,581,446) |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for officers/directors; no exemptions since policy adoption .
- Equity acceleration: Options fully vest upon qualifying termination within one year post-CIC; combined with enhanced CIC severance may raise shareholder cost in sale scenarios .
- Governance structure: Independent Chair and independent committees mitigate dual-role concerns of CEO-director; all standing committees are independent .
- Liquidity and capital structure context: 2024–2025 financing transactions included warrant inducement exercises with milestone-tied inducement warrants and ~$19.4M proceeds, linking investor optionality to regulatory milestones; this underscores execution risk around NDA/PDUFA timelines for iopofosine I-131 .
Investment Implications
- Alignment and potential selling pressure: The 900,000 option grant at $2.65 with a one-third cliff at the first anniversary and monthly vesting thereafter introduces ongoing exercisability that could create periodic liquidity events; however, pledging is prohibited, and hedging bans reduce misalignment risk .
- Event-driven retention vs. cost: The Mar 2025 amendment increasing CIC severance to 24 months of salary and target bonus plus benefit continuation reinforces retention around strategic transactions but elevates deal-related costs to shareholders; option acceleration under CIC further concentrates value realization around event timing .
- Pay-for-performance exposure: Option-centric compensation ties realized pay to equity performance; with TSR falling to $1.44 for a $100 investment by 2024 and persistent net losses, realized compensation trended down in 2024, signaling sensitivity to clinical/regulatory and capital markets outcomes .
- Governance quality: Separation of Chair/CEO and fully independent committees support oversight quality and mitigate independence concerns from Caruso’s dual role as CEO and director; employee-directors receive no additional board fees .