Shahe Bagerdjian
About Shahe Bagerdjian
Shahe Bagerdjian, age 41, has served as President since April 2023 and Chief Executive Officer since September 2023; he holds B.S. degrees in Business Law and Finance from California State University, Northridge . Prior to INIS, he spent 2012–2023 at Global Medical Solutions (radiopharmaceuticals), most recently as SVP of Operations & Business Development, overseeing strategy and day‑to‑day operations across sales, engineering, quality, regulatory, compliance, logistics, finance, legal and HR . Company pay-versus-performance disclosure shows cumulative TSR equivalent to a $100 investment declining to $33 in 2024 (from 44 in 2023), while 2024 net income was slightly positive at $8,574, framing a mixed performance backdrop entering his tenure as CEO . The Board maintains a split Chair/CEO structure (Chair: Christopher Grosso), with Bagerdjian serving as a director; the Board held four meetings in 2024 with all directors meeting the 75% attendance threshold .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| International Isotopes Inc. | President; Chief Executive Officer; Director | 2023–present | Executive leadership and board service following long‑tenured founder/CEO transition; direct operational insight to strategy, risk, and execution . |
| Global Medical Solutions | SVP – Operations & Business Development | 2012–2023 | Implemented short‑ and long‑term strategy; led day‑to‑day operations and cross‑functional areas (sales, engineering, quality, regulatory, compliance, logistics, finance, legal, HR) in nuclear medicine products . |
Board Governance and Service
- Board role: Director (no additional compensation for board service) .
- Leadership structure: Independent Chair (C. Grosso) and separate CEO (Bagerdjian) .
- Committees: Compensation Committee comprises C. Grosso (Chair) and Dr. R. Atcher; no nominating committee (full Board handles nominations); executive officers have no role in determining their own pay; no compensation consultants used; Compensation Committee met twice in 2024 .
- Meetings/attendance: Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Insider trading/pledging: Company discourages hedging and pledging; no formal anti‑hedging policy; discourages holding stock in margin accounts or pledging as collateral .
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus paid ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 294,572 | 20% of then‑current salary (Board discretion) | 64,510 | 120 | Target bonus set by employment agreement; Board discretionary determination . |
| 2023 | 190,978 | 20% of then‑current salary (Board discretion) | 2,048 | 24,293 (includes relocation; life insurance) | Became President in May 2023; CEO in Sept 2023 . |
Performance Compensation
Cash/Annual Incentive Design
- Metric design: Annual bonus targeted at 20% of current base salary, determined at Board discretion (no disclosed formula/weightings) .
- Pay-versus-performance: Company states compensation actually paid (CAP) tracks TSR and net income over 2022–2024, indicating qualitative alignment rather than formulaic metric payouts .
Equity Awards and Vesting
| Grant/Item | Type | Grant date | Shares/Units | Fair value ($) | Vesting details/status |
|---|---|---|---|---|---|
| New CEO equity package | RSUs | 2023 (per employment agreement) | 6,500,000 | — | Service‑based over ~3 years; outstanding schedule shows 2,000,000 vest 4/17/2025 and 3,000,000 vest 4/17/2026; implies prior 1,500,000 vested 4/17/2024 (Form 4 noted for tax withholding on that vest) . |
| New CEO immediate grant | RSUs | Upon CEO commencement (2023) | 2,500,000 | — | Immediately vested (no ongoing overhang) . |
| Annual bonus equity | RSUs | Sept 2024 | 350,000 | — | Immediately vested (bonus-equity) . |
| 2024 Stock Awards (SCT) | — | 2024 | — | 70,500 | GAAP fair value under ASC 718 . |
| 2023 Stock Awards (SCT) | — | 2023 | — | 150,000 | GAAP fair value under ASC 718 . |
2024 Year‑End Outstanding Equity (PEO)
| As of | Unvested RSUs (#) | Market value reference | Notes |
|---|---|---|---|
| 12/31/2024 | 5,000,000 | $150,000; change‑in‑control cash‑out example used $0.03 on 12/31/2024; the outstanding awards table footnote referenced $0.04 on 12/29/2023 for market value methodology | Scheduled vest: 2,000,000 on 4/17/2025 and 3,000,000 on 4/17/2026 . |
Pay Versus Performance (context)
| Year | PEO SCT total ($) | PEO CAP ($) | Average non‑PEO NEO CAP ($) | $100 TSR value | Net income (loss) ($) |
|---|---|---|---|---|---|
| 2022 | 493,936 (prior PEO) | 450,531 (prior PEO) | 152,992 | 33 | 303,238 |
| 2023 | 367,319 (Bagerdjian) | 627,319 (Bagerdjian) | 185,275 | 44 | (869,016) |
| 2024 | 429,702 (Bagerdjian) | 319,702 (Bagerdjian) | 133,471 | 33 | 8,574 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,886,999 shares as of May 19, 2025 . |
| Ownership as % of shares outstanding | 1.7% of 526,385,637 shares outstanding as of May 19, 2025 . |
| Vested vs unvested (timing) | Unvested RSUs of 5,000,000 as of 12/31/2024; 2,000,000 scheduled to vest 4/17/2025; remaining 3,000,000 scheduled to vest 4/17/2026 . |
| Recent vesting event | One Form 4 was reported late related to tax withholding on RSU vesting 4/17/2024 (administrative timing note) . |
| Options | None disclosed for Bagerdjian; option awards column is “—” in SCT . |
| Pledging/hedging | Company discourages hedging and pledging but has no formal anti‑hedging policy; discourages margin accounts/pledging as collateral . |
| Director pay | No additional compensation for board service (avoids overlapping incentives) . |
Employment Terms
- Employment agreement (Dec 2023): Initially base salary $285,000 with modest annual increases; annual bonus targeted at 20% of then‑current base salary, at Board discretion .
- Equity on appointment: 6,500,000 RSUs vesting over three years; additional 2,500,000 immediately‑vested RSUs upon commencing as CEO .
- 2024 equity: Additional 350,000 immediately‑vested RSUs as part of 2024 bonus .
- Severance (termination without Cause): Cash severance equal to greater of six months’ current base salary or prevailing severance guidelines, pro‑rata current‑year bonus, and accelerated vesting of outstanding RSUs (subject to release) .
- Change in ownership: Any outstanding RSUs vest immediately prior to change of ownership (single‑trigger for RSUs) .
- Restrictive covenants: Confidentiality, non‑compete, non‑solicitation, and non‑disparagement provisions apply .
Quantified Post‑Employment and Change‑in‑Ownership Economics (as of 12/31/2024)
| Type | Change in ownership | Termination “with Cause” |
|---|---|---|
| Cash – base salary | — | 157,000 |
| Pro‑rata current‑year bonus | — | 20,933 |
| Accelerated vesting of RSUs | 150,000 (based on $0.03/share) | 150,000 (based on $0.03/share) |
| Total | 150,000 | 327,933 |
Compensation Structure Analysis
- Mix shift and alignment: Heavy use of time‑based RSUs (6.5M multi‑year + 2.5M immediate + 350k immediate) emphasizes retention over explicit operating/market‑based metrics; bonuses are discretionary at 20% target rather than formulaic, indicating qualitative alignment rather than KPI‑driven payouts .
- Overhang and vesting cadence: RSU tranches scheduled for April 17, 2025 (2.0M) and April 17, 2026 (3.0M) create foreseeable vest‑related liquidity/tax events, visible via the 4/17/2024 vesting/tax Form 4 note .
- Governance features: RSUs have single‑trigger acceleration upon change of ownership (investor‑unfriendly vs. double‑trigger norms), while severance for a no‑cause termination includes accelerated RSU vesting plus cash and pro‑rata bonus (moderate but material) .
- Process oversight: Compensation Committee (independent directors Grosso and Atcher) oversees pay without outside consultants; CEO pay is approved by non‑employee directors, CFO pay by entire Board including CEO, with director comp actions requiring unanimous approval—limiting management influence on own compensation .
Risk Indicators and Red Flags
- Single‑trigger RSU acceleration upon change in ownership (potentially misaligned with shareholder best practices favoring double‑trigger) .
- Large, time‑based initial RSU grant with multi‑year vesting may prompt periodic selling to cover taxes at vest dates (e.g., 4/17/2024 event) .
- Anti‑hedging/anti‑pledging posture is “discourage” rather than a formal prohibition—lower guardrails vs many governance best‑practice frameworks .
- Pay-versus-performance shows 2024 CAP fell despite positive net income, with TSR at $33 (from $100 in 2021 baseline), underscoring investor sensitivity to execution and capital markets conditions .
Director Compensation (context)
- Non‑employee directors generally receive no cash retainers/fees; equity may be granted periodically; Bagerdjian receives no extra compensation for director service .
- Board met four times in 2024; each director satisfied 75%+ attendance; all directors attended the 2024 Annual Meeting .
Investment Implications
- Alignment/retention: Significant service‑based RSU exposure and a clear vesting calendar support retention but heighten predictable vest‑date supply/tax‑withholding flows (potential trading frictions around April each year) .
- Change‑in‑control economics: Single‑trigger RSU acceleration could incent deal receptivity but is a governance trade‑off; severance is moderate (≥ six months salary + pro‑rata bonus + RSU acceleration), limiting downside personal risk and potentially supporting decisive execution .
- Performance sensitivity: With discretionary annual bonuses and time‑based equity, compensation leans qualitative; however, disclosed CAP has tracked TSR and earnings outcomes, signaling some practical alignment despite limited formulaic metrics—a watch item if TSR underperforms peers .
- Governance mitigants: Independent Compensation Committee without consultants, separated Chair/CEO roles, and minimal director cash comp reduce risks of excessive pay inflation or weak oversight; absence of a standing nominating committee and non‑prohibitive hedging/pledging posture are areas for potential enhancement .
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