Christopher Grosso
About Christopher Grosso
Christopher Grosso, age 57, is Chairman of the Board (since July 2017) and an independent director (since April 2002) of International Isotopes Inc. He is a partner and principal at Kershner Grosso, Inc./Kennerman Associates, Inc. d/b/a Kershner Grosso & Co., leading investment research, stock selection, and trading, and holds a B.S. in Business Administration from Skidmore College . His core credentials center on capital markets, investment banking, and venture transactions, which the Board cites as critical for capital requirements and strategic direction .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kershner Grosso, Inc. | Senior Research Analyst & Portfolio Manager | 1989–1998 | Built research and trading process; foundational experience for later board finance leadership |
| Kershner Grosso, Inc. (Kennerman Associates d/b/a Kershner Grosso & Co.) | Partner (Principal) | 1998–Present | Leads investment research, stock selection, trading; shared dispositive power across client holdings |
| RadQual, LLC | Member | Until sale to INIS in July 2021 | Supplier interlock; ownership exited upon sale to the Company |
| Howe and Rusling Investment Management | Investment professional | Prior to Kershner Grosso tenure | Early buy-side experience |
| Chase Manhattan Bank | Investment professional | Prior to Kershner Grosso tenure | Early banking experience |
External Roles
| Organization | Role | Type | Notes / Interlocks |
|---|---|---|---|
| Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. | Principal | Investment adviser | Reports 42.2% beneficial ownership with shared dispositive power; includes Grosso’s shares and client shares |
| Kershner Grosso, Inc. | Partner | Investment adviser | Leads research, stock selection, and trading; capital markets expertise |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Grosso is “independent” under Nasdaq standards; committees also comprised only of independent directors |
| Board Chair | Serves as Chairman; CEO role is separate (CEO: Shahe Bagerdjian) |
| Committees | Audit Committee (Chair: Grosso; members: Grosso, Atcher); Compensation Committee (Chair: Grosso; members: Grosso, Atcher) |
| Committee Meetings (2024) | Audit: 1 meeting; Compensation: 2 meetings |
| Board Meetings & Attendance (2024) | Board met 4 times; each director attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting |
| Nominating Committee | None; full Board handles nominations (includes independent directors) |
| CEO/CFO Pay Approval Process | Non‑employee directors approve CEO compensation; full Board (including CEO) approves CFO compensation; no external comp consultants used |
| Insider/Hedging Policy | Anti‑hedging discouraged; pledging and margin discouraged; insider trading policy filed with 2024 10‑K |
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Annual retainer (cash) | $0; company generally does not pay retainer or other Board/committee fees |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Reimbursements | Travel/meeting cost reimbursements allowed |
Performance Compensation
| Component | Grant/Detail | FY 2024 Amount |
|---|---|---|
| Stock awards (director equity) | Annual/director grant | $41,980 (grant date fair value) |
| Stock options (outstanding as of 12/31/2024) | Aggregate options underlying shares | 5,500,000 shares underlying outstanding options |
| Stock option grant | 10/30/2024 (Form 4 noted; count not disclosed in proxy table) | Not disclosed in proxy tables |
Performance Metrics Tied to Director Compensation
| Metric | Target | Measurement | Notes |
|---|---|---|---|
| Performance conditions (Directors) | Not disclosed | Not disclosed | Company generally grants director equity without stated performance metrics |
Other Directorships & Interlocks
| Organization | Role | Interlock / Conflict Considerations |
|---|---|---|
| Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. | Principal | Firm reports 42.2% beneficial ownership across advisory clients and Grosso’s holdings—potential influence over control; shared dispositive power |
| RadQual, LLC | Member (historical) | Prior ownership in supplier sold to INIS in 2021; related‑party exposure historically mitigated by sale |
| Other public company boards | None disclosed | No other public directorships cited in proxy |
Expertise & Qualifications
- Capital markets, investment banking, and venture transactions; leads research, stock selection, and trading activities .
- Education: B.S. in Business Administration, Skidmore College .
- Long‑tenured INIS governance experience as director (since 2002) and Chairman (since 2017) .
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership (common + derivatives) | 65,333,235 shares; 12.2% of outstanding |
| Options exercisable within 60 days | 4,500,000 shares |
| Preferred convertible (Series C) | 5,040,000 shares issuable upon conversion |
| Family holdings included | 3,958,928 shares |
| Advisory client shares (excluded from Grosso’s individual ownership) | 170,086,913 shares owned by clients of Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. (excluded from Grosso’s line) |
| Pledging/Hedging | Company discourages hedging and pledging; no pledging disclosed for Grosso |
| Ownership guidelines (directors) | Not disclosed |
Insider Trades and Section 16 Compliance
| Date | Transaction | Notes |
|---|---|---|
| 02/17/2024 | Shares issued in lieu of cash for dividend (Form 4 filed late) | Administrative delay noted; quantity not disclosed in proxy table |
| 10/30/2024 | Stock option grant (Form 4 filed late) | Quantity not disclosed in proxy table; option grant referenced |
Governance Assessment
-
Strengths:
- Independent director under Nasdaq standards with deep finance expertise; chairs Audit and Compensation Committees, providing continuity and oversight across financial reporting and pay decisions .
- Separation of Chair and CEO roles; board‑level pay decisions avoid external consultant conflicts; unanimous approval practice for director pay actions adds procedural discipline .
- Attendance and engagement: Board met four times with directors meeting ≥75% attendance; full board attendance at 2024 annual meeting .
- Director pay structure skews to equity, aligning incentives with shareholders; no cash retainers or meeting/chair fees .
-
Risks and potential conflicts (RED FLAGS):
- Control and interlock: Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. reports 42.2% beneficial ownership with shared dispositive power and includes Grosso’s holdings, creating potential influence and related‑party considerations despite “independent” designation . Grosso individually holds 12.2%—a significant stake as Board Chair .
- Late Section 16 filings: Two late Form 4s (dividend shares in lieu of cash; option grant), a minor compliance lapse to monitor .
- Anti‑hedging/pledging policy is “discouraged” rather than a formal prohibition; absence of explicit director stock ownership guidelines reduces formal alignment safeguards .
-
Shareholder sentiment:
- Say‑on‑pay approved by ~98% in 2022, suggesting broad investor support for compensation practices at that time .
Overall implication: Grosso’s finance skill set and committee leadership are positives for board effectiveness, but concentrated ownership and principal role at a major advisory shareholder warrant ongoing scrutiny of related‑party dynamics and robust recusal practices in transactions and compensation matters .