PERSPECTIVE THERAPEUTICS INC (CATX)
Sector: Health Care
2026 Annual Meeting Analysis
PERSPECTIVE THERAPEUTICS INC · Meeting: May 27, 2026
Directors FOR
1
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Woods has served on the board since June 2018 and the company's stock has lost 38.3% over the past three years while the medical device benchmark (IHI — iShares US Medical Devices ETF) only fell 2.6%, a gap of 35.7 percentage points that exceeds the 30-point trigger for companies with negative absolute returns; the 5-year record (-48.7% vs IHI) does not provide a mitigating longer-term track record, so an AGAINST vote is warranted.
Ms. Henson joined the board in June 2023, which is more than 24 months before the meeting date and thus past the new-director exemption window; the company's 3-year stock loss of 38.3% trails IHI — iShares US Medical Devices ETF by 35.7 percentage points, exceeding the 30-point threshold, and the 5-year record does not mitigate this underperformance, so an AGAINST vote is warranted.
Dr. Morich has served as a director since February 5, 2023, more than 24 months before the meeting; the company's 3-year stock loss of 38.3% lags IHI — iShares US Medical Devices ETF by 35.7 percentage points, which exceeds the 30-point threshold for negative-return companies, and the 5-year record does not mitigate this underperformance, so an AGAINST vote is warranted.
Mr. Spoor has served as CEO and director since February 5, 2023, which is more than 24 months before the meeting; the policy applies the same TSR trigger to executive directors as to independent directors, and the company's 3-year stock loss of 38.3% trails IHI — iShares US Medical Devices ETF by 35.7 percentage points, exceeding the 30-point threshold for negative-return companies; this AGAINST vote on his director seat is independent of the say-on-pay evaluation.
Mr. Williamson has served as a director since February 5, 2023, more than 24 months before the meeting; the company's 3-year stock loss of 38.3% lags IHI — iShares US Medical Devices ETF by 35.7 percentage points, which exceeds the 30-point trigger threshold, and the 5-year record does not provide a mitigating longer-term track record, so an AGAINST vote is warranted.
For Analysis
Ms. Martinez-Davis joined the board on September 3, 2025, which is less than 24 months before the May 2026 meeting, so she is exempt from the TSR underperformance trigger under the new-director exemption; she brings relevant pharmaceutical industry experience from senior leadership roles at GSK, Merck Serono, and Pfizer, and no other policy concerns apply.
Five of six directors — all those who have served more than 24 months — receive AGAINST votes because the company's 3-year stock price has declined 38.3% while the medical device benchmark IHI — iShares US Medical Devices ETF fell only 2.6%, a gap of 35.7 percentage points that exceeds the 30-point threshold for companies with negative absolute returns; the 5-year record confirms sustained underperformance and provides no mitigant. Maya Martinez-Davis, who joined the board in September 2025, is exempt as a new director and receives a FOR vote.
Say on Pay
✓ FORCEO
Johan Thijs Spoor
Total Comp
$2,404,692
Prior Support
73.7%%
Note: Proposal 3 in this filing is a say-on-frequency vote (how often to hold say-on-pay votes), not a say-on-pay vote itself — there is no separate say-on-pay proposal on this ballot. The 2025 say-on-pay vote received 73.7% support, which is above the 70% threshold that would automatically trigger a NO absent remediation; the company responded substantively by removing problematic single-trigger change-in-control provisions, adding an independent director, and providing enhanced compensation disclosures. The CEO's total compensation of $2,404,692 — consisting of $680,000 base salary, $1,302,692 in stock option awards, and $408,000 in performance-based cash bonus — appears reasonable for a clinical-stage healthcare company of this size and stage, with variable pay representing approximately 72% of total compensation, well above the 50-60% threshold. Based on the company's meaningful response to prior shareholder feedback and reasonable pay structure, a FOR vote on annual frequency is warranted to give shareholders the most direct and timely ongoing input on compensation practices.
Auditor Ratification
✓ FORAuditor
WithumSmith+Brown, PC
Tenure
2 yrs
Audit Fees
$607,000
Non-Audit Fees
$32,000
Withum was engaged in April 2024 and has served for approximately two years, well below the 25-year tenure threshold that would raise independence concerns; the non-audit fees of $32,000 represent only about 5% of the $607,000 audit fee, far below the 50% threshold; no material restatements attributable to audit failure have been disclosed; and for a company with a $485 million market cap, a large national firm like Withum is appropriate.
Overall Assessment
This ballot contains three proposals: director elections, auditor ratification, and a say-on-frequency vote. Five of six director nominees receive AGAINST votes due to sustained stock price underperformance — the company's shares have lost 38.3% over three years while IHI — iShares US Medical Devices ETF fell only 2.6%, a 35.7 percentage point gap that triggers the policy's underperformance threshold; only newly-appointed director Maya Martinez-Davis, who joined in September 2025, is exempt. The auditor ratification and say-on-frequency proposals both pass policy screens and receive FOR votes.