John Neis
About John Neis
John Neis (age 69) is an independent director of Cellectar Biosciences (CLRB), serving since April 2011 and previously on the predecessor company’s board since 2008. He is Managing Director of Venture Investors LLC (healthcare-focused VC), a role held since 2021 after leading the firm and heading its Health Care practice from 2000–2021; he holds a B.S. in finance (University of Utah), an M.S. in Marketing and Finance (University of Wisconsin–Madison), and is a CFA charterholder . Neis serves on boards of Delphinus Medical Technologies and Health Scholars (private), the National Venture Capital Association, the Wisconsin Technology Council, and the Board of Trustees of the Morgridge Institute for Research; he also holds advisory roles at UW–Madison (Weinert Applied Ventures Program; Tandem Press Advisory Board chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture Investors LLC | Managing Director; Head of Health Care practice | Managing Director since 2021; led firm/healthcare 2000–2021 | Led emerging company investing; healthcare sector expertise |
| Cellectar predecessor co. | Director | Since 2008 | Board oversight prior to current CLRB structure |
External Roles
| Organization | Role | Tenure/Status | Type |
|---|---|---|---|
| Delphinus Medical Technologies, Inc. | Director | Current (privately held) | Private company |
| Health Scholars, Inc. | Director | Current (privately held) | Private company |
| National Venture Capital Association | Director | Current | Industry association |
| Wisconsin Technology Council | Director | Current | State tech advisory body |
| Morgridge Institute for Research | Trustee | Current | Non-profit research |
| UW–Madison Weinert Applied Ventures Program | Advisory Board | Current | Academic |
| UW–Madison Tandem Press Advisory Board | Chair | Current | Academic |
Board Governance
- Independence: Board determined all directors except CEO James Caruso are independent; Neis is independent. All members of Audit, Compensation, and Nominating & Corporate Governance (NCG) committees are independent .
- Committee memberships and chair roles:
- Compensation Committee: Neis (Chair), Frederick Driscoll, Douglas Swirsky; met 2 times in FY2024; empowered to retain independent advisors (Aon/Radford retained in 2021) .
- Nominating & Corporate Governance Committee: Stefan Loren (Chair), Neis, Swirsky; met once in FY2024 .
- Audit Committee: Driscoll (Chair), Asher Chanan‑KhAN, Stefan Loren; met 4 times in FY2024 .
- Attendance and engagement: Board held 5 meetings in FY2024; each director attended all Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman (Douglas Swirsky) separates Chair/CEO roles; duties include agenda approval, committee coordination, shareholder engagement .
- Hedging/pledging: Policy prohibits hedging and pledging; no exemptions granted .
- Shareholder feedback: 2025 say‑on‑pay advisory vote approved (For: 5,050,203; Against: 2,230,519; Abstain: 273,934; Broker non‑votes: 9,426,989) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual director cash fees ($) | $60,000 | $60,000 |
| Committee chair fees | Not disclosed (no additional fees indicated for committee chairs) | Not disclosed (no additional fees indicated for committee chairs) |
| Meeting fees | None disclosed | None disclosed |
| Reimbursement | Reasonable out‑of‑pocket expenses reimbursed | Reasonable out‑of‑pocket expenses reimbursed |
Performance Compensation
| Grant Year | Grant mechanics | Award type | Shares/Units | Exercise Price | Grant Date (ASC 718) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2023 | Options granted Jun 28, 2023 | Stock options | 25,000 | $1.85 | 2023 | $33,250 | Fully vests on 1st anniversary |
| 2024 | Options approved Dec 15, 2023, contingent on shareholder approval; considered granted in 2024 | Stock options | 60,000 | $2.58 | 2024 (post shareholder approval) | $148,200 | Fully vests on 1st anniversary |
Policy note: Company attempts to make equity awards when not in possession of MNPI and does not time MNPI release to grant dates .
Other Directorships & Interlocks
- Public company boards: None disclosed for Neis .
- Private company and non‑profit boards: Delphinus Medical Technologies; Health Scholars; NVCA; Wisconsin Technology Council; Morgridge Institute; UW–Madison advisory boards .
- Potential interlocks/conflicts: Neis is Managing Director at Venture Investors LLC; beneficial ownership note ties to Advantage Capital Wisconsin Partners I, LP via Venture Investors submanager role (disclaims beneficial ownership except pecuniary interest) . Company reports no related‑person transactions ≥$120,000 since Jan 1, 2023, other than financings with >5% holders (not directors) .
Expertise & Qualifications
- Finance and investing: Managing Director, Venture Investors; led healthcare investing for two decades .
- Education & credentials: B.S. Finance (University of Utah); M.S. Marketing & Finance (UW–Madison); CFA .
- Industry/sector exposure: Life sciences venture investing; governance roles at sector bodies and institutes .
Equity Ownership
| Holder | Common Stock Outstanding | Right to Acquire (Options/Warrants) | Total Beneficial Ownership | % of Common Stock Outstanding |
|---|---|---|---|---|
| John Neis | 6,260 | 107,885 (options exercisable within 60 days) | 114,145 | <1% |
- Ownership structure note: Shares held via Advantage Capital Wisconsin Partners I LP; Venture Investors LLC is submanager/special limited partner; investment decisions made collectively by five managers including Neis; beneficial ownership disclaimed except pecuniary interest .
- Stock ownership guidelines: Not disclosed for directors in proxy.
- Hedging/pledging: Prohibited by policy; no exemptions .
Governance Assessment
-
Strengths:
- Independence and leadership: Neis is independent; chairs the Compensation Committee and serves on NCG; strong attendance (100% Board/committee in 2024) .
- Advisor independence: Compensation Committee empowered to retain independent consultants; Aon/Radford engaged as independent advisor (2021) .
- Alignment: Receives equity grants alongside cash retainer; options vest on service, promoting longer‑term alignment .
- Shareholder engagement: Say‑on‑pay passed in 2025, indicating broad shareholder support for compensation approach .
-
Watch items / potential RED FLAGS:
- Restatement/audit changes: Company re‑audited and restated 2022–2023 financials; while an Audit Committee matter, overall governance vigilance is warranted .
- VC affiliations/beneficial ownership: Ties to Venture Investors/Advantage Capital Wisconsin Partners I LP introduce potential perceived conflicts; however, proxy discloses no related‑party transactions ≥$120k with directors since 1/1/2023 .
- Equity grant timing optics: Large NEO option awards were considered granted on 6/14/2024 concurrent with shareholder approval, with the company affirming policies to avoid MNPI timing; directors’ options also contingent on shareholder approval. Continued oversight by Comp Committee (chaired by Neis) is important to maintain pay‑for‑performance optics .
Overall: Neis’s long tenure, independent status, committee leadership, and full attendance support board effectiveness. Monitoring is appropriate around executive equity grant timing and the company’s prior restatements, but no direct conflicts or related‑party transactions involving Neis are disclosed .