Robert Atcher

About Robert Atcher

Dr. Robert Atcher, age 73, has served as an independent director of International Isotopes Inc. since August 2017. He is a radiopharmaceutical chemist with over 20 years at Los Alamos National Laboratory (retired 2017), retired UNM/LANL Professor of Pharmacy (2018), past president and fellow of the Society of Nuclear Medicine and Molecular Imaging, and Fellow of the American Institute of Chemistry. He holds a Chemistry degree from Washington University in St. Louis, a Ph.D. in Nuclear Chemistry from the University of Rochester, postdoctoral training at Harvard Medical School, and an MBA from the University of New Mexico .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Atcher is independent under Nasdaq rules; all standing committee members are independent and have no material relationships with the company .
• Committees: Member of Audit Committee and Compensation Committee; both committees are two-member bodies chaired by Christopher Grosso .
• Financial expertise: The Board determined Dr. Atcher is an “audit committee financial expert” .
• Meetings & attendance: In 2024 the Board met four times; each director attended at least 75% of Board and committee meetings and all directors attended the 2024 Annual Meeting of Shareholders .
• Nominating oversight: No standing nominating committee; the full Board (including independent directors) oversees director nominations .
• Risk oversight: Board reviews principal risk exposures at least annually; Audit oversees compliance and accounting complaints; Compensation oversees compensation-related risks .

Fixed Compensation

• Structure: INIS generally does not pay non-employee directors retainer or meeting fees; it reimburses Board-related costs .
• Special arrangement: Under a Board of Directors Compensation Agreement (August 2018), Dr. Atcher is compensated at $250 per hour for Board service, research at the company’s request, and attendance at professional meetings/conventions .

Performance Compensation

• Equity awards approach: Directors may receive periodic equity awards under shareholder-approved plans (no regular retainer in equity) .
• Outstanding equity: As of December 31, 2024, Dr. Atcher had 2,250,000 shares underlying outstanding RSUs; historical holdings included options (see 2024 ownership footnote) .
• Disclosure note: A late Form 4 was filed for Dr. Atcher related to an RSU grant on March 3, 2023 (filed March 6, 2024); specific grant amount/terms not detailed in the proxy .

No director performance metrics (e.g., revenue growth, TSR) tied to Atcher’s pay are disclosed for 2024 .

Other Directorships & Interlocks

• No other public company directorships are disclosed in Dr. Atcher’s proxy biography; external roles are primarily academic and professional society positions .

Expertise & Qualifications

• Nuclear medicine and radiopharmaceuticals practitioner; focus on cancer and heart disease diagnostics and treatment .
• Degrees: Chemistry (Washington University in St. Louis), Ph.D. in Nuclear Chemistry (University of Rochester), postdoctoral training (Harvard Medical School), MBA (University of New Mexico) .
• Audit committee financial expert designation by the Board .

Equity Ownership

Governance Assessment

• Independence and expertise: Atcher is independent and designated an audit committee financial expert; his nuclear medicine credentials align with INIS’s operations—positive for board effectiveness .
• Committee engagement: Serves on Audit and Compensation Committees; committees met during 2024 (Audit: 1; Compensation: 2), and Board-level attendance exceeded 75%—supportive of engagement .
• Director pay structure: Unusual hourly compensation ($250/hour) via Board Compensation Agreement rather than a fixed retainer; equity grants occur ad hoc. This structure increases transparency per-hour but lacks disclosed performance metrics for directors—neutral-to-mixed signal on pay-for-performance .
• Equity alignment: RSU holdings (2,250,000 shares outstanding at year-end 2024) and beneficial ownership (<1%) indicate some alignment, though ownership stake is modest for influence; anti-hedging/anti-pledging discouragement is positive for alignment .
• Reporting timeliness: One late Form 4 for Atcher related to the March 3, 2023 RSU grant (filed March 6, 2024)—a minor RED FLAG for Section 16 compliance, mitigated by disclosure .
• Board structure: No nominating committee (full Board handles nominations); small Board size can streamline decisions but concentrates power. Large shareholder influence via Kennerman Associates/Kershner Grosso (linked to Chairman Grosso) creates potential governance concentration, not directly implicating Atcher but relevant to overall context .
• Shareholder feedback: Prior say-on-pay approval (~98% in 2022) suggests broad investor support for compensation programs at that time; not director-specific but relevant to governance climate .

Insider Trades and Section 16 Compliance

Company states officers/directors’ Section 16 filings were timely except for two late filings (Laflin and Atcher) as disclosed .

Notes on Policies and Plans Relevant to Directors

• Anti-hedging and anti-pledging: Company discourages hedging transactions and discourages holding stock in margin accounts or pledging as collateral .
• Equity incentive plan mechanics: Under specified corporate transactions (e.g., merger, dissolution, asset transfer), outstanding options become fully vested, and awards can be cashed out; plan terms may apply to director awards but director-specific CIC terms are not separately disclosed .

Advisory vote practices: Say-on-pay held on a three-year cycle; last vote (2022) approved ~98%—contextual governance support .