DEF 14A of Nutex Health Inc., May 6, 2024

DEF 14A of Nutex Health Inc.

Filed May 6, 2024 · FY20230001104659-24-057492

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 17, 2024

    | Potential Payments upon Termination or Change in Control | 46 | | Pay Versus Performance | 47 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 50 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 51 | | Related Person Transactions | 51 | | Indemnification of Directors | 51 | | Policies and Procedures for Related Person Transactions | 51 | | DELINQUENT SECTION 16(a) REPORTS | 53 | | STOCKHOLDER PROPOSALS | 53 | | STOCKHOLDERS SHARING THE SAME ADDRESS | 54 | | OTHER MATTERS | 54 | | APPENDIX A AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUTEX HEALTH INC. | A-1 |

  2. Election of Directors

    Election of Directors The seven nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Shares held in street name by Nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any director nominee and will be treated as broker non-votes. “Broker non-votes” will have no effect on the voting on Proposal 1. You may: • vote FOR all nominees; • vote WITHHOLD all nominees; or • vote FOR ALL EXCEPT the director(s) whose name(s) you write into the proxy card. Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the vote results. Proposal 2:

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Currently there are seven members on our Board. All of our directors are subject to re-election at the annual meeting of stockholders each to hold office for a one-year term to expire at the 2025 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified. In accordance with our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, our Board may fill vacancies resulting from resignation or removal from the Board by appointment. We have no formal policy regarding board diversity, but our Corporate Governance Principles provide that the background and qualifications of the members of our Board considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our Board in fulfilling its responsibilities. Our priority in the selection of board members is: (a) identification of members who will further the interests of our stockholders through their established record of professional accomplishment; (b) ability to contribute positively to the collaborative culture among board members; (c) knowledge of our business; (d) understanding of the competitive landscape; and (e) adherence to high ethical standards. Our Board believes that personal diversity, including gender, ethnic and racial diversity, is an added benefit to the Board and its ability to function effectively. Therefore, the Board has committed to strengthening its consideration of diversity factors when evaluating potential director nominees in both the charter of the Nominating and Governance Committee and the Company’s Corporate Governance Principles to include diversity among the factors it considers when evaluating potential candidates to the extent consistent with applicable legal requirements and the Board’s fiduciary duties. Certain individual qualifications and skills of our directors, including director diversity, that contribute to our Board’s effectiveness as a whole are summarized and described below.

  4. Board Diversity Matrix

    Board Diversity Matrix The following Board Diversity Matrix sets forth gender and demographic information of our current Board members in accordance with Nasdaq Listing Rule 5606, as self-reported by our Board members.

  5. Board Diversity Matrix

    Board Diversity Matrix Board Size: Total Number of Directors: 7

  6. Board Diversity Matrix

    | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 6 | | | | Part II: Demographic Background* | | | | | | African American | 0 | 1 | 0 | 0 | | Alaskan Native or American Indian | 0 | 0 | 0 | 0 | | Asian | 0 | 1 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian | 0 | 0 | 0 | 0 | | White | 1 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Did not Disclose Demographic Background | | | | |

  7. Board Diversity Matrix

    Directors who identify as Middle Eastern: 1

  8. Information Regarding Directors

    Information Regarding Directors The information set forth below as to the directors and nominees for directors has been furnished to us by the directors and nominees for directors:

  9. Nominees for Election to the Board

    Nominees for Election to the Board

  10. Nominees for Election to the Board

    | Name | Age | Present Position with Nutex Health Inc. | | Thomas T. Vo, M.D., MBA | 51 | Chief Executive Officer and Chairman of the Board | | Warren Hosseinion M.D. | 52 | President and Director | | Mitchell Creem, MHA | 64 | Independent Director | | Cheryl Grenas, R.N., M.S.N | 64 | Independent Director | | Michael L. Reed, MPH | 66 | Independent Director | | Kelvin Spears, M.D. | 63 | Director | | Scott J. Saunders, MPPM | 61 | Independent Director |

  11. Nominees for Election to the Board

    Thomas T. Vo, M.D., MBA, Chief Executive Officer, Director and Chairman of the Board Dr. Vo was appointed as the Company’s Chief Executive Officer on April 1, 2022 and elected, effective April 1, 2022, as the Chairman of the Board. Since 2010, Dr. Vo has served as the founder and executive officer of affiliates of the Company. Although no longer practicing, Dr. Vo worked as an emergency medicine physician in Houston, Texas, for over twenty years. Between 2008 and 2011, Dr. Vo served as a founder and original partner at the free-standing emergency health company, Neighbors Emergency Center. Since then, Dr. Vo has been involved with the opening of over 40 freestanding emergency departments and micro hospitals. Dr. Vo holds a Bachelor of Science in Life Sciences from Kent State University and received his Doctor of Medicine from North East Ohio Universities College of Medicine. In 2004, Dr. Vo also received his Master of Business Administration from Rice University. The Company believes that Dr. Vo’s unique background in the emergency hospital field and proven management experience make him well qualified to serve as a director. Warren Hosseinion, M.D., President and Director Warren Hosseinion, M.D., is the President and a director of the Company, positions he has held since April 2022. From February 26, 2021 to April 1, 2022, Dr. Hosseinion was Chief Executive Officer of Clinigence Holdings, Inc. (n/k/a Nutex Health Inc.). From April 2019 to April 2022, Dr. Hosseinion served as Chief Executive Officer and Chairman of the board of directors of Clinigence Holdings, Inc. In addition, Dr. Hosseinion has served as the Non-Executive Chairman of the board of directors of Cardio Diagnostic Holdings, Inc. (“Cardio”) (NASDAQ: CDIO) since the consummation of its business combination with Mana Capital Acquisition Corp. in October 2022. Cardio was formed to further develop and commercialize a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease, stroke, heart failure and diabetes, by leveraging our proprietary Artificial Intelligence-driven Integrated Genetic-Epigenetic Engine™. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) (“ApolloMed”) and served as a member of the board of directors of ApolloMed from July 2008 to March 2019, as the Chief Executive Officer of ApolloMed from July 2008 to December 2017, and as the Co-Chief Executive Officer of ApolloMed from December 2017 to March 2019. ApolloMed is a physician-centric, technology-powered, risk-bearing healthcare company with an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements. Dr. Hosseinion received his Bachelor of Science in Biology from the University of San Francisco, his Master of Science in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Doctor of Medicine from the Georgetown University School of Medicine and completed his residency in internal medicine from the Los Angeles County-University of Southern California Medical Center. Dr. Hosseinion’s qualifications to serve on our Board include his position as our current President. In addition, Dr. Hosseinion’s experience as a physician, along with his background at ApolloMed and Cardio, brings our Board and our Company a depth of understanding of physician culture and the healthcare market, as well as a strong knowledge of the public markets. Mitchell Creem, MHA, Director, Audit Committee Chairman Mitchell Creem, MHA has been a director of the Company since April 1, 2022. Mr. Creem has spent over 35 years as a “C-level” executive of healthcare organizations, and he brings strong business evaluation and operational experience to the Company. Mr. Creem is currently a principal at GreenRock Capital, a firm that provides healthcare and commercial real estate owners with a new form of low-cost capital for development, value-add and recapitalization projects. Since July 2017, Mr. Creem has also served as President of The Bridgewater Healthcare Group, which provides hospital and health system management and performance consulting. From October 2015 to July 2017, Mr. Creem served as the Chief Executive and Administrative Officer of Verity Health System, a six-hospital system in California. Prior to this, he served as the Chief Financial Officer and Board Member of ApolloMed from October 2012 to October 2015. Prior to ApolloMed, he served as the Chief Executive Officer of the Keck Hospital of University of Southern California (“USC”) and USC Norris Cancer Center. Prior to his tenure at USC, he served as the Chief Financial Officer and Associate Vice Chancellor of University of California, Los Angeles (“UCLA”) Health Sciences, including UCLA Medical Center, the Geffen School of Medicine at UCLA, and UCLA Faculty Practice. Prior to UCLA, he served as Chief Financial Officer of Beth Israel Deaconess Medical Center, a Harvard University teaching hospital, and Chief Financial Officer of Tufts University Medical Center. Prior to this, he worked for several years in a senior management position at the healthcare practice group of PricewaterhouseCoopers, where he was responsible for numerous consulting engagements, financial statement audits and financial feasibility studies. He has been a guest lecturer at USC, UCLA and Harvard University. Mr. Creem holds a Bachelor of Science in Accounting and Business Administration from Boston University and a Master of Health Administration from Duke University. The Company believes that Mr. Creem’s background and experience in healthcare management roles make him well qualified to serve as a director. Cheryl Grenas, R.N. M.S.N., Compensation Committee Chairman Cheryl Grenas, R.N., M.S.N. has been a director of the Company since April 1, 2022. Since March 2018, Ms. Grenas has served as the Chief Nursing Officer at Behavioral Hospital of Bellaire. From July 2017 to March 2018, she was a consultant to start-up and existing freestanding emergency departments in the Houston metropolitan area. From August 2015 to July 2017, she was the Regional Facility Director at Neighbors Emergency Center (Free Standing Emergency Departments). Ms. Grenas served in the United States Navy for 20 years, achieved the rank of Lieutenant Commander, and is a veteran of two deployments in support of Operation Iraqi Freedom (2005) and Operation Enduring Freedom (2011). She was awarded two Navy Commendation Medals and four Navy Achievement Medals during her service. Ms. Grenas, holds a Bachelor of Science in Nursing and a Master of Science in nursing from Prairie View A&M University. The Company believes that Ms. Grenas’ background and experience in healthcare management roles make her well qualified to serve as a director. Michael L. Reed, MPH. Director, Governance Committee Chairman

  12. Nominees for Election to the Board

    Michael L. Reed, MPH has been a director of the Company since April 1, 2022. Mr. Reed has been an independent consultant providing advisory services in the areas of emergency medicine, hospitalist medicine, hospital operations, risk-based payor contracts, value-based care, and physician practice operations and development since January of 2018. From January 2019 to January 2020, Mr. Reed was Senior Vice President of Business Development and Strategic Partnerships of the Oncology Institute, a value-based oncology care company. From April 2018 to December 2018, Mr. Reed served as the Chief Executive Officer of Turtle Peak Customer Service, LLC, a Las Vegas, Nevada-based privately-held customer service company. Since August 2017, Mr. Reed has served as Senior Advisor to NueHealth, LLC, based in Leawood, Kansas, a privately-held developer and investor in lower-cost healthcare centers. From July 2009 to October 2013, Mr. Reed was President and Chief Executive Officer of Team Health Hospital Medicine, a division of TeamHealth, a once publicly-traded company that was acquired by Blackstone in 2017. In addition, from December 2001 to November 2004, he served as the Chief Operating Officer of Pinnacle Health System, a health care solutions company providing outpatient, inpatient, claims, billing, and medical management. Mr. Reed holds a Bachelor of Science in Health Services Management from California State University and received his Master of Public Health from UCLA. The Company believes that Mr. Reed’s long-standing career as a professional healthcare executive within the emergency medicine system and value-based care make him well qualified to serve as a director. Scott J. Saunders, MPPM, Director Scott J. Saunders has been an independent director of the Company since April 11, 2024. Mr. Saunders is head of health care advisory services and has been Managing Director of Farlie Turner Gilbert & Co., LLC, a boutique middle market investment bank in Fort Lauderdale, Florida, since 2006. Since 1992, he has served as a financial and strategic advisor to middle market companies across a variety of industries, including companies primarily in the healthcare industry as well as those in financial distress. In addition, he advised companies in the media and communications, business services, industrial, and consumer products industries. The majority of transactions consummated during this period have been corporate divestitures but have also included debt and equity private placements and buy-side advisory work. He has been a guest lecturer at the University of Florida and Florida International University. In addition, he co-taught a class in management consulting to undergraduates and graduate students in the Management Department at the University of Miami. He is a frequent panelist at industry conferences on topics in healthcare M&A and financing. Throughout his career, he has developed relationships with key representatives of leading middle market private equity and private credit firms, as well as mezzanine capital firms, BDCs, and selected hedge funds. Mr. Saunders received his B.A. degree from Wesleyan University and his MPPM degree from the Yale University School of Management. The Company believes that Mr. Saunders’s background and experience in healthcare advisory roles make him well qualified to serve as a director. Kelvin Spears, M.D., Director Dr. Kelvin Spears has been a member of the Board since April 1, 2024. Dr. Spears completed his emergency medicine residency followed by a fellowship in Critical Care at Martin Luther King Jr, Charles Richard Drew University Health Sciences, in Los Angeles California. Prior to his residency, he first earned his medical degree from Meharry Medical College. Prior to this, he received a B.S. in Chemistry from Dillard University. Dr. Spears is board certified in Emergency Medicine by the American Board of Emergency Medicine and is a Fellow of the American College of Emergency Physicians. Dr. Spears has been a practicing emergency medicine physician for over 32 years. Since 2017, he has been a Physician Partner, Chief Medical Director and ED Director at Alexandria Emergency Hospital in Alexandria, LA. a hospital affiliate of the Company. Dr. Spears also serves as the EMS Medical Director for Alexandria Fire Department, Pineville Fire Department, Cotile Fire Department, Central Louisiana Bureau EMS, Kisatchie Forest/US Forest Service and Rapides Parish School. Additionally, from 2014 to 2017 he served as Emergency Department Director at Christus St. Frances Cabrini Hospital in Alexandria, LA and at Contract Management Group SMD, Envision, Sound, servicing a 45,000 patient per year Emergency Department. Dr. Spears’ dedication to providing quality healthcare in the most efficient and effective methods, along with his extensive EMS background and wealth of experience, make him well- qualified to serve as a director. WE RECOMMEND THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THOMAS T. VO, WARREN HOSSEINION, MITCHELL CREEM, CHERYL GRENAS, MICHAEL L. REED, SCOTT J. SAUNDERS, AND KELVIN SPEARS, AS A DIRECTOR.

  13. Director Compensation

    Director Compensation The non-executive members of the Board are eligible to receive both cash and equity compensation for their service as board members. Members of management who are on the Board are not eligible for additional compensation for service as board members. The Compensation Committee periodically reviews the Nutex compensation program and may, from time-to-time, recommend to the Board changes to the program. The Compensation Committee may seek the advice of an independent compensation consultant to the extent it deems necessary or appropriate in the discharge of its duties. Equity Awards. We may grant an annual equity award to each non-executive director as determined in the judgment of the Compensation Committee, which may be paid in RSUs or common stock that fully vest one year following the grant date, subject to continued service through the applicable vesting date. Cash Retainers. We provide our non-executive directors with cash retainers, paid monthly. The annual cash retainer for each non-executive director is $150,000. Additionally, we provided the following annual cash retainers in fiscal year 2023, which are prorated for partial years of service:

  14. Director Compensation

    | Additional Annual Retainer for Committee Membership: | | | Audit Committee Chairman | $20,000 | | Compensation Committee Chairman | $15,000 | | Nominating and Governance Committee Chairman | $15,000 |

  15. Director Compensation

    In 2023, we provided the following cash retainers to our non-executive directors:

  16. Director Compensation

    | John Waters, Audit Committee Chair | $148,743 | | Mitchell Creem, Compensation Committee Chair | $144,375 | | Michael Reed, Nominating and Governance Audit Committee Chair | $144,375 | | Cheryl Grenas, Director | $131,250 |

  17. Director Compensation

    The following table presents compensation received by our non-executive directors during fiscal year 2023. Messrs. Vo and Hosseinion did not receive compensation for their service on the Board and the compensation paid to Messrs. Vo and Hosseinion as employees of Nutex are set forth under the 2023 Summary Compensation Table:

  18. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | John Waters | 148,743 | 0 | 148,743 | | Mitchell Creem | 144,375 | 0 | 144,375 | | Michael Reed | 144,375 | 0 | 144,375 | | Cheryl Grenas | 131,250 | 0 | 131,250 |

  19. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for each of the years ended December 31, 2023 and 2022. On April 1, 2022, Nutex Health Holdco LLC (“Nutex Holdco”) merged with Clinigence Holdings, Inc. (“Clinigence”) (renamed Nutex Health Inc.). On such date, the company appointed the following executive officers:

  20. Summary Compensation Table

    | Thomas T. Vo | Chief Executive Officer (former CEO at Nutex Holdco); | | Warren Hosseinion | President (former CEO at Clinigence); | | Michael Bowen | Chief Financial Officer (former CFO at Clinigence); | | Elisa Luqman | Chief Legal Officer — SEC (former Chief Legal Officer at Clinigence); and | | Pam Montgomery | Chief Legal Officer — Healthcare (former Chief Legal Officer at Nutex Holdco). |

  21. Summary Compensation Table

    As applicable, compensation was paid to such officers in their capacities at each of pre-merger Clinigence and pre-merger Nutex Health Holdco, respectively, based on compensation decisions made at and performance of these respective entities.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Thomas T. Vo | 2023 | 992,077 | 0 | 0 | 13,634(5) | 1,005,711 | | Chief Executive Officer(2) | 2022 | 931,841 | 0 | 0 | 6,384(5) | 938,225 | | Warren Hosseinion | 2023 | 710,180 | 0 | 0 | 24,207(5) | 734,387 | | President(3) | 2022 | 686,350 | 0 | 1,960,228 | 25,500(5) | 2,672,078 | | Jon Bates | 2023 | 361,582 | 70,200(6) | 0 | 21,931(5) | 453,713 | | Chief Financial Officer(4) | 2022 | 150,000 | 0 | 0 | 2,912(5) | 152,912 |

  23. Summary Compensation Table

    (1) Discretionary stock option grants made in 2022 for completion of Merger. The amount reflects the grant date fair value of performance awards. The amount reported does not reflect compensation actually received. (2) Dr. Vo was appointed Chief Executive Officer of Nutex Health Inc. on April 1, 2022 with an annual base salary of $1,000,000. On February 8, 2024, Dr. Vo voluntarily agreed to a temporary 50% reduction in annual base salary to $500,000 per year. Prior to April 1, 2022, Dr. Vo was Chief Executive Officer of an affiliate of Nutex Health Holdco LLC. (3) Dr. Hosseinion was appointed President of the Company on April 1, 2022 with an annual base salary of $750,000. Prior to April 1, 2022, and starting February 26, 2021, Dr. Hosseinion was Chief Executive Officer of Clinigence Holdings, Inc. with a base salary of $475,000. (4) Jon Bates, MBA, CPA was appointed Chief Financial Officer of the Company effective June 30, 2022, with an annual base salary of $300,000. (5) Reflects health, dental and life insurance premiums, and 401(k) employer match paid for the applicable year. Restricted stock award of 69,505 shares which vested on April 1, 2023. The amount reflects the grant date fair value of performance awards. The amount reported does not reflect compensation actually received.

  24. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table presents certain information concerning the outstanding option and RSU awards held as of December 31, 2023 by each NEO. The market values below are based on the reported closing market price of our common stock on Nasdaq as of December 30, 2023 ($0.18 per share).

  25. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options(#): Exercisable | Number of Securities Underlying Unexercised Options (#): Unexerciseable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Warren Hosseinion | 100,000 | 0 | 1.50 | 1/27/2030 | 0 | 0 | 0 | 0 | | | 100,000 | 0 | 1.50 | 1/28/2031 | 0 | 0 | 0 | 0 | | | 600,000 | 0 | 1.61 | 5/11/2027 | 0 | 0 | 0 | 0 | | | 859,779 | 0 | 2.75 | 9/9/2031 | 0 | 0 | 0 | 0 | | Jon C. Bates | 0 | 0 | 0 | 0 | 0 | 0 | 49,500 | 8,910 |

  26. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 During the fiscal year ended December 31, 2023 no equity awards were made pursuant to our 2019 Plan and our 2022 Plan.

  27. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  28. Option Exercises and Stock Vested in 2023

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jon C. Bates | — | — | 99,000 | $14,850 |

  29. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below sets forth the estimated amount of payments and other benefits each NEO would have been entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on December 31, 2023. The information is provided relative to the NEO’s termination or change in control policies or arrangements in place on such date. The values relating to vesting of stock options and RSU awards are based upon a per share fair market value of our common stock of $0.18 the closing price of a share of our common stock as reported on Nasdaq on December 31, 2023, the last trading day in 2023.

  30. Potential Payments upon Termination or Change in Control

    | Name | Salary and Other Cash Payments ($)(1) | Bonus ($)(2) | Vesting of Stock Options ($)(3) | Vesting of RSUs ($) | Health and Dental Benefits ($)(4) | Total ($) | | Thomas T. Vo | 3,000,000 | 0 | 0 | 0 | 0 | 3,013,634 | | Warren Hosseinion | 1,500,000 | 0 | 0 | 0 | 24,207 | 1,524,207 | | Jon C. Bates | 300,000 | 0 | 0 | 8,910 | 14,463 | 323,373 |

  31. Potential Payments upon Termination or Change in Control

    (1) Upon termination of employment by the Company without cause or resignation for good reason, Dr. Vo will be entitled to receive an amount equal to three times Dr. Vo’s most recent base salary, Dr. Hosseinion’s will be entitled to receive a cash payment equal to two times Dr. Hosseinion’s most recent base salary and Mr. Bates will be entitled to twelve months of base salary. (2) Upon termination of employment by the Company without cause or resignation for good reason, Dr. Vo will be entitled a proportional payment of any annual bonus amount Dr. Vo would have earned with respect to days employed during the year of termination, Mr. Bates will be entitled an annual cash bonus in an amount of up to forty percent `of his base salary, and Dr. Hosseinion will be entitled an annual cash bonus as determined by the Board. There were no accrued and unpaid bonuses as of December 31, 2023. (3) There are no unvested Stock Options as of December 31, 2023. Upon termination of employment by the Company without cause or resignation for good reason Dr. Hosseinion and Mr. Bates are entitled to an amount equal to the premium amounts paid for group medical, dental and vision coverage for a period of twelve months.

  32. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the three years in the period ended December 31, 2023. We are permitted to report as a “smaller reporting company” under SEC rules. Accordingly, we have not included a tabular list of financial performance measures, and the table below (i) only includes the requisite information for three years, (ii) does not include information with respect to peer total stockholder return (“TSR”), and (iii) does not include a column for a Company-Selected Measure as defined in Item 402(v) of Regulation S-K. In accordance with applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for 2023 to determine the “actual” compensation paid to our principal executive officers (“PEOs”) and the average “actual” compensation paid to our other named executive officers (“NEOs”). Effective April 1, 2022, Nutex Health Holdco, LLC merged with and into Clinigence Holdings, Inc., which was renamed Nutex Health Inc. and continues as the publicly traded registrant and reporting company. For purposes of the table below, information relating to periods prior to January 1, 2022 is with respect to Clinigence Holdings, Inc. The following table summarizes compensation values reported in the Summary Compensation Table for our PEOs and the average for our other NEOs, as compared to “compensation actually paid” and the company’s financial performance for the years ended December 31, 2023, 2022 and 2021:

  33. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(1)(2) | Compensation Actually Paid to Second PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based on TSR | Net Income (Loss) (in thousands) | | 2023 | — | $1,005,711 | — | $1,005,711 | $594,050 | $558,950 | $(2,715) | $(45,786) | | 2022 | $2,672,078 | $931,841 | $711,850 | $931,841 | $419,418 | $191,506 | $(450) | $(424,780) | | 2021 | $1,832,670 | — | $492,805 | — | $572,976 | $250,055 | $N/A | $(N/A) |

  34. Pay Versus Performance

    (1) The first PEO and the second PEO in the table represent Warren Hosseinion and Tom Vo, respectively. The non-PEO NEOs reflected in the table for each of 2023, 2022 and 2021 are as follows: 2023: Warren Husseinion and Jon Bates 2022: Jon Bates and Michael Bowen. 2021: Michael Bowen and Elisa Luqman. The company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and non-PEO NEOs in 2023. Because the company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans.

  35. Pay Versus Performance

    | | 2023 | 2022 | | FIRST PEO SUMMARY COMPENSATION TABLE TOTAL | $1,005,711 | $2,672,078 | | Add (Subtract): | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | $— | 1,960,228 | | Fair value at year end of equity awards granted during the year | — | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | — | | Change in fair value of equity awards granted in current year that vested during the year | — | — | | Change in fair value of equity awards granted in prior years that vested during the year | — | — | | Equity awards granted in prior years that were forfeited during the year | — | — | | Tax Gross up(a) | $— | — | | COMPENSATION ACTUALLY PAID TOTAL | $1,005,711 | $711,850 |

  36. Pay Versus Performance

    (a) Tax gross-up payment to Mr. Hosseinion for effect of stock option grants pursuant to the AHA AHP Mergers in light of his contributions and this tax being applicable due to Mr. Hosseinion receiving reduced amounts of compensation for his service prior to entering into the AHA and AHP Merger Agreement.

  37. Pay Versus Performance

    | | 2023 | 2022 | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTAL | $594,050 | $419,418 | | Add (Subtract): | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | $(35,100) | $(227,912) | | Fair value at year end of equity awards granted during the year | | | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | — | | Change in fair value of equity awards granted in current year that vested during the year | — | — | | Change in fair value of equity awards granted in prior years that vested during the year | — | — | | Equity awards granted in prior years that were forfeited during the year | — | — | | Dividends or other earnings paid on equity awards during the year | — | — | | Total Equity Award Related Adjustments | $— | $227,912 | | COMPENSATION ACTUALLY PAID TOTAL | $558,950 | $191,506 |

  38. Narrative Disclosure to Pay versus Performance Table

    Narrative Disclosure to Pay versus Performance Table The illustrations below provide a graphical description of the relationship between compensation actually paid (“CAP”) and the following measures: • the company’s cumulative TSR; and the company’s net income (loss).