DEF 14A of RadNet, Inc., Apr 28, 2025

DEF 14A of RadNet, Inc.

Filed Apr 28, 2025 · FY20240001683168-25-002862

Open on EDGAR

  1. Director Skills

    | Changes to Non-Employee Director Compensation | Increase in Amount | New Amount | | Annual cash compensation retainer | $10,000 | $85,000 | | Compensation Committee Chair annual cash compensation | $5,000 | $15,000 | | Lead Independent Director cash compensation | $20,000 | $30,000 | | Annual equity compensation | $35,000 | $160,000 |

  2. Director Skills

    Equity Compensation Awarded in 2024 On June 13, 2024, each of the non-employee directors received a restricted stock award of 2,591 shares of common stock under our Equity Incentive Plan, with a grant date value of approximately $160,000 based on the June 12, 2024 $61.75 per-share closing price of RadNet’s common stock. Subject to continued service, vesting of this stock grant will occur at the end of each non-employee director’s current term which coincides with the Annual Meeting. Nonqualified Deferred Compensation Arrangements Non-employee directors are eligible to participate in our Deferred Compensation Plans (as defined below). None of our non-employee directors elected to defer any portion of their 2024 compensation. Director Compensation The table below summarizes the compensation received by our non-employee directors for the fiscal year ended December 31, 2024.

  3. Director Skills

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lawrence L. Levitt | 106,750 | 159,994 | 266,744 | | Laura P. Jacobs | 103,000 | 159,994 | 262,994 | | Gregory E. Spurlock | 87,000 | 159,994 | 246,994 | | David L. Swartz | 138,000 | 159,994 | 297,994 |

  4. Director Skills

    | (1) Reflects the restricted stock awards described above in “Equity Compensation” awarded in 2024. In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted in 2024 computed in accordance with FASB ASC Topic 718, calculated by multiplying the number of shares subject to the award by the closing price of RadNet’s common stock on the grant date. These are not amounts actually paid to or necessarily realized by the grantee. As of December 31, 2024, each of the above non-employee directors held 2,591 shares of unvested restricted stock and no stock options. |

  5. Director Skills

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($)(1) | Total ($) | | Christine N. Gordon(2) (3) | 224,615 | 179,984 | 11,850 | 416,450 | | A. Gregory Sorensen, M.D. (2) (4) | 600,000 | 700,005 | 29,486 | 1,329,491 |

  6. Director Skills

    Disability: shall mean that for a period of at least 120 days during any twelve consecutive month period on account of a mental or physical condition, Dr. Sorensen is unable to perform the essential functions of his job for RMI, with or without reasonable accommodation. The determination of Dr. Sorensen’s Disability shall be made (a) by a medical physician selected or agreed to by RMI or (b) upon mutual agreement of RMI and Dr. Sorensen or his personal representative. Good Reason: means that Dr. Sorensen voluntarily terminates his employment due to either (i) a material default by RMI in the performance of any of its obligations under the employment agreement, or (ii) an Adverse Change in Duties (as defined above), which default or Adverse Change in Duties remains unremedied by RMI for a period of thirty days following its receipt of written notice thereof from Dr. Sorensen (which notice must be provided to the Company within 45 days of the initial existence of the applicable event and which reasonably describes the facts claimed by Dr. Sorensen to constitute the default or Adverse Change in Duties) (the reasons described in items (i) and (ii) of this paragraph being referred to herein as "Good Reason") and such Good Reason termination is consummated by Dr. Sorensen within 30 business days after the expiration of the Company's 30 day remedy period. EXECUTIVE OFFICERS The names of our current executive officers, their ages as of March 31, 2025, and their positions are shown below.

  7. Director Skills

    David J. Katz has served as our Executive Vice President and Chief Legal Officer since March 2020. Mr. Katz has served as our Corporate Secretary since April 2021. Mr. Katz joined RadNet from the international law firm Perkins Coie LLP, where he was a partner for 20 years. Mr. Katz was in private practice for 30 years before joining RadNet. Mr. Katz is responsible for overseeing all of RadNet’s legal matters including, without limitation, mergers, acquisitions, securities and joint ventures. Mr. Katz has also served as a Los Angeles County Sheriff Reserve Deputy since 1990 and is a two-time Medal of Valor recipient from the Los Angeles County Sheriff’s Department. Ranjan Jayanathan currently serves as our Executive Vice President and Chief Information Officer, and also serves as General Manager of eRAD, the Company’s information technology division. Mr. Jayanathan joined RadNet in 2010 from Voyant Health, where he was the General Manager of American operations. Prior to Voyant, he was a member of the executive management team of Dynamic Imaging. During his nine-year tenure at Dynamic Imaging, Mr. Jayanathan managed sales, client services, and solutions architecture. He assisted with Dynamic Imaging’s sale to General Electric in 2007 and its integration into GE’s operations. Prior to Dynamic Imaging, he held various Chief Information Officer and Research and Development positions at Advanced Radiology, Reynolds and Reynolds, and National Medical Computer Services. Mr. Jayanathan earned a degree in electrical engineering from the Massachusetts Institute of Technology. Our executive officers are appointed by and serve at the discretion of the Board of Directors. There are no family relationships among any of our executive officers and directors. There have been no material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, executive officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. There are no arrangements or understandings with another person pursuant to which any of our executive officers or directors were selected as an executive officer or director. None of our current directors or executive officers have been, during the past 10 years, involved in any legal proceedings required to be disclosed pursuant to Item 401(t) of Regulation S-K. COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our fiscal year 2024 named executive officers (who consist of our principal executive officer, principal financial officer and our next three most highly compensated executive officers in fiscal year 2024 and such persons are referred to as our “Named Executive Officers”): Howard G. Berger, M.D. - President and Chief Executive Officer (our principal executive officer) Mark D. Stolper - Executive Vice President and Chief Financial Officer (our principal financial officer) Cornelis Wesdorp - President and Chief Executive Officer of Digital Health Stephen M. Forthuber - President and Chief Operating Officer - Eastern Operations Norman R. Hames - President and Chief Operating Officer - Western Operations Our executive compensation program is designed to attract, retain and motivate talented executive officers who are capable of providing leadership, vision and execution necessary to achieve our business objectives. We actively seek to align the interests of our Named Executive Officers with the creation of stockholder value through our equity compensation program. We believe the compensation paid to our Named Executive Officers for the year ended December 31, 2024 appropriately reflects and rewards their contribution to our performance. In 2024, the Company enjoyed a successful year with continued positive financial results and increased demand in virtually all of its markets. This demand was the primary catalyst for the investments made to expand capacity by the opening of nine new centers during the year. Throughout 2024, the centers within health system partnerships grew from 130 at the beginning of 2024 to 153 by the end of the year. Moreover, for 2024, the Company finished the year with total revenue of $1.83 billion which was an increase of 13.2% over 2023 total revenue and income from operations increased by 6% to $104.6 million. Executive management played a critical role in generating the foregoing accomplishments. Compensation Philosophy The following principles influence and guide the compensation decisions of the Compensation Committee: Our Management Team is Integral to our Success. At the core of our compensation philosophy is the guiding belief that our management team is an integral component to RadNet’s continued success. Equity compensation and cash bonuses are generally determined near the end of the calendar year and are paid at the beginning of the fiscal year with the goal of continuing to retain and incentivize our Named Executive Officers to achieve or exceed the strategic initiatives set for the upcoming year. Compensation Decisions Should Promote the Interests of Stockholders. Compensation should create incentives for management to achieve strong short-term (annual) performance in a manner that supports and ensures our long-term success and profitability. The Compensation Committee believes that performance-based equity incentive awards, stock option and/or restricted stock awards (or restricted stock units (“RSUs”)) create long-term incentives that align the interests of management with the long-term interests of stockholders. Compensation Should Reflect Position and Responsibility. Total compensation and accountability should generally increase with position and responsibility. Consistent with this philosophy: (a) total compensation is higher for individuals with greater responsibility and greater ability to influence RadNet’s achievement of targeted results and strategic initiatives; and (b) equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation. Internal Pay Equity. We have not established a formal policy regarding the ratio of total compensation of the Chief Executive Officer to that of the other officers, but the Compensation Committee believes that internal pay equity is an important factor to be considered in establishing compensation for our Named Executive Officers, and reviews compensation levels to ensure that appropriate pay equity exists. Compensation Should be Reasonable and Responsible. It is essential that our overall compensation levels be sufficiently competitive to attract and retain talented leaders and motivate those leaders to achieve superior results. At the same time, we believe that compensation should be set at responsible levels and the Compensation Committee periodically reviews market information from external sources or advisors to determine appropriate levels. Our executive compensation programs are intended to be consistent with our focus on controlling costs. Compensation Disclosures Should be Clear and Complete. The Compensation Committee and management believe that all aspects of executive compensation should be clear, comprehensible and promptly disclosed in plain English. The Compensation Committee and management believe that compensation disclosures should provide all of the information necessary to permit stockholders to understand our compensation philosophy, our compensation-setting process and how much our Names Executive Officers are paid. Board and Committee Process

  8. Director Skills

    The Role of the Compensation Committee Our Board of Directors has delegated to the Compensation Committee the authority to approve all compensation and awards to Named Executive Officers. With respect to equity compensation awarded to the Named Executive Officers and others, the Compensation Committee acts as the administrator under the Equity Incentive Plan, and has the authority under that plan to grant equity compensation awards, including restricted stock, RSUs and stock options. Our Compensation Committee meets as often as necessary to perform its duties and responsibilities. The Committee meets with its compensation consultant and, as applicable, executive management, including our Chief Executive Officer. The Compensation Committee meets in executive session each year to: (a) evaluate the performance of the Named Executive Officers, (b) set the annual compensation of the Named Executive Officers, and (c) consider and approve any grants of equity incentive compensation to the Named Executive Officers. The Compensation Committee has ultimate authority, including delegated authority over all aspects of Named Executive Officer compensation, including the base salary for each Named Executive Officer and the overall compensation of the Chief Executive Officer. The Role of Management in the Compensation-Setting Process Management’s role in the compensation-setting process, includes the following: establishing the operating budget approved by the Board of Directors, which forms the basis for evaluating corporate achievements and the achievements of the divisions our Named Executive Officers manage that are taken into consideration when evaluating compensation levels for Named Executive Officers; making recommendations to the Compensation Committee on salary levels and performance-based equity incentive awards, stock option and restricted stock awards (or RSUs); and allocating the amount of cash bonus, restricted stock (or RSUs) and stock option amounts to be awarded to our Named Executive Officers. Management also prepares information for Compensation Committee meetings. Our Chief Executive Officer (or other executive officers) also participate in committee meetings at the request of the Compensation Committee to provide, among other things:

  9. Director Skills

    | • | Executive compensation benchmarking and framework; | | • | Assessment of market trends of non-employee director compensation; | | • | Review of market compensation practices and trends; | | • | Annual incentive plan and equity award design; | | • | Advice on merit increases, target bonuses and equity award levels; | | • | Assessment of employment and Change in Control agreement provisions; and | | • | Legislative and regulatory updates. |

  10. Director Skills

    Pearl Meyer attends certain Compensation Committee meetings in person or by telephone, including executive sessions as requested, and consults with the Compensation Committee Chair. Pearl Meyer also reviewed and commented on this executive compensation disclosure and the Named Executive Officer and director compensation tables contained in this Proxy Statement. As part of the selection and retention process, the Compensation Committee analyzes the independence of Pearl Meyer under SEC and Nasdaq Rules. Pearl Meyer reports directly to the Compensation Committee and performs no other work for RadNet besides rendering compensation consulting services. In accordance with its charter, the Compensation Committee analyzed whether the work of Pearl Meyer as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (a) the provision of other services to RadNet by Pearl Meyer; (b) the amount of fees from RadNet paid to Pearl Meyer as a percentage of the firm’s total revenue; (c) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (d) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by the firm with an executive officer of RadNet; (e) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (f) any stock of RadNet owned by Pearl Meyer or the individual compensation advisors employed by the firm. The Compensation Committee has determined, based on its analysis of the above factors, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to RadNet has not created a conflict of interest. The Role of Peer Companies and Benchmarking The Compensation Committee reviews a peer group of companies (“Peer Group”) recommended by Pearl Meyer in order to assess the competitiveness of our executive officer compensation level and structure. The composition of the Peer Group is reviewed periodically. In November 2023, Pearl Meyer provided the Compensation Committee with a compensation benchmarking report on the Company’s Peer Group along with a recommended new Peer Group for fiscal year 2024 after review of U.S. publicly traded companies with annual revenue, EBITDA, Net Income, market capitalization, and enterprise value approximately one-third to twice RadNet’s annual revenue whose primary operations are in the healthcare facility and services industry. The Compensation Committee approved the proposed fiscal year 2024 Peer Group and this peer group consisted of the following companies:

  11. Director Skills

    Elements of Executive Compensation Base Salary We seek to establish a base salary compensation level that appropriately recognizes each Named Executive Officer’s achievements and contributions. Base salary also provides executives with a secure level of income that is not at risk, and our Compensation Committee believes that this gives our Named Executive Officers the ability to focus on the longer term and avoid the urgency that could otherwise encourage a Named Executive Officer to take unnecessary risks. In determining base salaries, our Compensation Committee considers the Named Executive Officer’s qualifications and experience, scope of responsibilities and future potential, the executive’s ability to influence RadNet’s achievements of targeted results and strategic initiatives, the goals and objectives established for the Named Executive Officer, the Named Executive Officer’s past performance, the general pay practices at other companies in our Peer Group, internal pay equity and the tax deductibility of base salary. Discretionary Cash Bonuses In recent years, the Compensation Committee has elected to supplement base salary and equity-based compensation with discretionary cash bonus awards generally paid in the beginning of the fiscal year. These discretionary cash bonuses are awarded with the goal of continuing to retain and incentivize our Named Executive Officers to achieve or exceed the strategic initiatives set for the upcoming year. Equity Based Compensation We believe that equity compensation is the most effective means of aligning the interests of our officers and other key management personnel with gains realized by our stockholders. The Compensation Committee uses equity awards, including performance-based equity incentive awards, restricted stock, RSUs and stock options, as a long-term incentive vehicle because: performance-based equity incentive awards align the interests of executives with those of our stockholders while encouraging objective strategic goals established by the Compensation Committee; restricted stock, RSUs and/or stock options align the interests of executives with those of our stockholders, support a pay-for-performance culture, foster employee stock ownership and focus the management team on increasing value for our stockholders; and the vesting period encourages executive retention and the creation of stockholder value. We use a mix of performance-based equity awards, restricted stock, RSUs and/or stock options for equity compensation grants to the Named Executive Officers. In determining the maximum number of performance-based equity awards shares of restricted stock, RSUs and stock options to be granted to Named Executive Officers, the Compensation Committee considers the individual’s position, scope of responsibility, ability to affect profits and stockholder value and the individual’s historic and recent performance, the value of the equity awards in relation to other elements of total compensation, internal pay equity and market competitiveness. While there is no formal written policy about the timing and frequency of equity compensation awards, the Compensation Committee has historically issued annual equity grants to the named executive officers during the first ten days of January and further information about our equity grant practices is provided under the Equity Award Grant Practices section. The Chief Executive Officer considers similar factors when allocating the number of shares of performance-based equity awards, restricted stock, RSUs and stock options to be granted to the senior executive officers, within the limitations set by the Compensation Committee. Our Equity Incentive Plan was most recently approved by our stockholders at our annual stockholders meeting on June 7, 2023. Unless terminated earlier, the Equity Incentive Plan will terminate on April 26, 2033. The Equity Incentive Plan permits the discretionary award of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, and RSUs. Directors, officers, employees and consultants of RadNet and certain of our affiliated companies are eligible to receive awards under the Equity Incentive Plan. Certain other key features of the Equity Incentive Plan are summarized as follows: Up to a maximum aggregate of 20,100,000 common shares may be issued under the Equity Incentive Plan. As of December 31, 2024, 3,172,578 common shares were available for potential future issuance (which excludes 358,549 shares subject to outstanding RSUs). The aggregate value of compensation, including awards granted to any individual non-employee director during any calendar year, may not exceed $500,000. The Equity Incentive Plan will generally be administered by a committee comprised solely of independent members of the Board, such as the Compensation Committee (the “Plan Administrator”). The Board or Plan Administrator may designate a Company officer to make awards (within parameters established by the Board) to employees who are not officers subject to the reporting requirements of Section 16 of the Exchange Act or are not Code Section 162(m) Covered Employees. The Plan Administrator has the discretion to determine who shall receive any Plan awards and the terms and condition of such awards. Stock options and stock appreciation rights may not be granted at a per share exercise price below the fair market value of a share of our common stock on the date of grant. Stock options and stock appreciation rights may not be repriced or exchanged without stockholder approval. The maximum exercisable term of stock options and stock appreciation rights may not exceed ten years. Awards are subject to recoupment of compensation policies (referred to as clawback policies) which have been adopted (including without limitation, the Company’s Policy on Recovery of Erroneously Awarded Compensation as adopted by the Board on November 8, 2023 and as may be amended from time to time by the Company) or which may be adopted by the Company in the future. Additional Benefits Our executive officers, including our Named Executive Officers, participate in other employee benefit plans generally available to all employees on the same terms as similarly situated employees. Perquisites to our Named Executive Officers are not a material element of our compensation program. We pay the premiums for our Named Executive Officers’ coverages under our health and life insurance plans and all of our Named Executive Officers are provided either an automobile allowance, the use of a Company-provided automobile or Company reimbursement for certain automobile expenses. We also maintain a Split Dollar Life Insurance Plan pursuant to which we have corporate owned life insurance (“COLI”) policies on our key management employees including our Named Executive Officers. These COLI policies would, upon the insured’s death, pay death benefits proceeds to the insured’s beneficiaries while RadNet would then receive any excess death benefit proceeds along with any remaining cash surrender value of the COLI policy. Each Named Executive Officer has executed a participation agreement with RadNet under the Split Dollar Life Insurance Plan, which agreement specifies the amount of death benefit proceeds and the beneficiaries of this life insurance arrangement. Additionally, we have historically provided matching 40l(k) contributions for our employee participants, which we suspended in 2020 but commenced providing again in 2021 and continued to provide in 2024. Change in Control and Severance Arrangements

  12. Policy Prohibiting Hedging and Pledging

    Policy Prohibiting Hedging and Pledging Our insider trading policy prohibits employees, advisors, officers, directors and consultants of the Company, members of their immediate families, and corporations, partnerships or similar entities which such persons influence or control (collectively, “Covered Persons”) from entering into hedging or derivative transactions, including purchasing financial instruments (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities. Our Chief Legal Officer, who serves as chief compliance officer under the policy, has the authority to grant exceptions to the prohibition against pledges where a Covered Person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Equity Award Grant Practices Currently, our equity compensation awards to the executive officers, including Named Executive Officers, including stock options (if any), are granted near the start of the new fiscal year, typically in the first ten days of January, to incentivize our executives and to deliver on the Company’s strategic objectives for the new fiscal year, with the Compensation Committee approving such awards at a regularly scheduled meeting. Our equity compensation awards to non-employee directors are granted typically on the date of our Annual Meeting of Stockholders. Our equity compensation awards to non-executive employees are granted typically during the first quarter of the new fiscal year. The Compensation Committee (which can approve equity compensation awards to executive officers and other service providers) and the Board (which can approve equity compensation awards to non-employee directors and other service providers) do not take material nonpublic information into account when determining the timing of grant or the terms of equity compensation awards. Moreover, equity compensation awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates. The Company considers making grants to executive officers, non-employee directors, and non-executive employees outside of the time periods mentioned above in cases of new hires, promotions and other special situations. Our Compensation Committee and Board continually evaluate our equity award grant practices to maintain our competitiveness and to align with current practices in the market. As such, our equity award grant practices may change in the future. In 2024, no equity awards were granted to Named Executive Officers outside of January 2024 other than the equity awards issued to Mr. Wesdorp upon his commencement of service in October 2024. During fiscal year ending December 31, 2024, the Company did not grant equity awards to any Named Executive Officers during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information. No stock options, stock appreciation rights, or similar option like equity awards have been granted to any Named Executive Officer since January 2023. Fiscal Year 2024 Compensation Determinations As noted above in The Role of Peer Companies and Benchmarking section, the Compensation Committee received a compensation benchmarking report from Pearl Meyer on the Company’s Peer Group for 2024. Based in part on this report, and after considering each executive’s contribution to the Company’s growth and record AEBITDA performance, the Compensation Committee elected to (a) modify base salaries for the Named Executive Officers as shown in the below table and (b) make certain other compensation decisions set forth below for 2024. Mr. Wesdorp did not join RadNet until October 2024 and therefore was not considered in these compensation adjustments and incentives.

  13. Policy Prohibiting Hedging and Pledging

    The increases in base salary were reflective of the continuing superior Company performance including the fiscal year 2023 financial results. In the case of the Chief Executive Officer, the increase in base salary was in part to compensate him for the many years in which he received no equity compensation and in which his total compensation was below the median of chief executive officers in our peer group. On January 9, 2024, in order to retain and further motivate the Named Executive Officers and align their interests with Company stockholder interests, the Compensation Committee determined to provide the Named Executive Officers with the cash bonuses which were paid in January 2024 in the amount of $4,000,000, $575,000, $650,000, and $650,000, for Messrs. Berger, Stolper, Hames, and Forthuber, respectively. The bonuses paid to the Named Executive Officers (other than the Chief Executive Officer) were equal to 100% of 2023 base salaries. Dr. Berger’s cash bonus amount was paid by BRMG. In addition, the Compensation Committee determined to eliminate the portion of long-term incentives previously granted in stock options, PSOs and PSUs after a careful review of which equity vehicle would best motivate executives to achieve the strategic plan and encourage a rapid and effective response given the Company’s opportunities for growth. The Compensation Committee determined to provide the Named Executive Officers with grants of stock units (for those Named Executive Officers deferring receipt of the underlying shares) or restricted shares (for those Named Executive Officers who are not deferring receipt of the underlying shares) (either “RSG Shares”) with a grant date value approximately equal to 100% of the 2023 base salaries for the Named Executive Officers (other than for the Chief Executive Officer). These amounts compare to the 2023 equity award values for the Named Executive Officers (other than for the Chief Executive Officer) of 175% of salary as outlined above. Moreover, the grant date values of the 2024 equity compensation awards to each Named Executive Officer is materially lower than the grant date values of their 2023 equity compensation awards. The table below reflects the 2024 awards.

  14. Policy Prohibiting Hedging and Pledging

    Stockholder Advisory Votes on Executive Compensation In June 2023, approximately 88% of the stockholder votes (excluding abstained and broker non-votes) were cast “FOR” the stockholder advisory vote regarding our Named Executive Officers’ compensation. In June 2024, approximately 89% of the stockholder votes (excluding abstained and broker non-votes) were cast “FOR” the stockholder advisory vote regarding our Named Executive Officers’ compensation. The Compensation Committee carefully considered these results and a variety of other information, including the most recent competitive market assessment of pay, in determining compensation structure and amounts for each of 2024 and 2025, respectively. Fiscal Year 2025 Compensation Determinations In November 2024, Pearl Meyer provided the Compensation Committee with a compensation benchmarking report on the Company’s Peer Group along with a recommended new Peer Group for fiscal year 2025 after review of U.S. publicly traded companies with annual revenue, EBITDA, Net Income, market capitalization, and enterprise value approximately one-third to twice RadNet’s annual revenue whose primary operations are in the healthcare facility and services industry. The Compensation Committee approved this new Peer Group which consists of the following companies:

  15. Policy Prohibiting Hedging and Pledging

    | (1) The number of RSG Shares is equal to the whole number (rounded to the nearest integer) that is the quotient of the grant dollar value shown above divided by the closing price of a Company common share as reported on Nasdaq for January 8, 2025 which was $72.35. Subject to the Named Executive Officer’s continued service, the RSG Shares vest in four annual installments with 20% vesting on March 10, 2025 and the remaining 80% vesting in three equal installments on each of March 10, 2026, March 10, 2027 and March 10, 2028. |

  16. Policy Prohibiting Hedging and Pledging

    Taxes, Risks and other Considerations Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to “covered employees.” The Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, including the impact of these tax law changes. However, the Compensation Committee believes that in certain circumstances factors other than tax deductibility take precedence when determining the forms and levels of executive compensation most appropriate and in our best interest and the best interest of our stockholders. Thus, executive compensation arrangements may not be tax deductible or, if initially intended to be tax deductible, may not actually receive this treatment. Risk Considerations in Our Compensation Programs Our Compensation Committee reviews the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate risk taking. The Compensation Committee believes our compensation programs strike a balance between providing secure compensation (base salaries) as well as appropriate short- and long-term incentives, such that our executive officers are not encouraged to take unnecessary or excessive risks. Stock Ownership We structure our pay to consist of primarily fixed compensation with base salary in cash, bonuses and non-cash long-term incentive programs. Although we do not have requirements or guidelines specifying amounts of ownership of RadNet common stock for our Named Executive Officers, we do promote and encourage the aligning of their interests with those of our stockholders by providing them with significant equity awards. Recoupment of Erroneously Awarded Compensation Policy In November 2023, our Board of Directors adopted a Policy on Recovery of Erroneously Awarded Compensation or “Clawback Policy” that is intended to deter both financial/accounting irregularities with respect to RadNet’s financial statements and also misconduct by senior executives. The Clawback Policy is intended to comply with the listing rules of the Nasdaq Stock Market LLC and SEC Exchange Act Rule 10D-1. The Clawback Policy is generally administered by the Compensation Committee although the Board of Directors may administer the policy or designate another committee to serve in such role, and may also act in conjunction with the Audit Committee. The policy applies to RadNet’s officers and other designated key employees (collectively, “Senior Executives”). Under the Clawback Policy, if RadNet is required to restate any financial statements (other than due to a change in accounting policy), then the Compensation Committee (or other designated committee) can take certain actions to recoup performance-based compensation from the Senior Executives that exceeded the amount that would have been paid under the restated financial results, including the cancellation of equity compensation awards. Performance-based compensation that was paid, vested or earned in the three most recent completed fiscal years prior to (a) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an accounting restatement, in each case regardless of if or when the restated financial statements are filed is generally subject to recoupment. A Senior Executive that is determined to have committed “Misconduct” (as defined under the Clawback Policy) is subject to additional measures including recoupment or cancellation or reimbursement of incentive compensation, adjustment of future compensation, and/or disciplinary actions including termination of employment. COMPENSATION COMMITTEE REPORT* The Compensation Committee has reviewed and discussed with RadNet’s management the “Compensation Discussion and Analysis” included above and unanimously recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Submitted by the Compensation Committee: Lawrence L. Levitt, Chair Laura P. Jacobs Gregory E. Spurlock David L. Swartz _______________ * The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language therein. Compensation Committee Interlocks and Insider Participation The members of our Compensation Committee are Lawrence L. Levitt, Laura P. Jacobs, Gregory E. Spurlock, and David L. Swartz. None of our executive officers serve or have served on the board of directors or compensation committee of another company that also has an executive officer that serves on our board of directors or our Compensation Committee. EXECUTIVE COMPENSATION TABLES Summary Compensation Table The following table, footnotes and related narrative summarizes the total compensation paid to or earned by each of our Named Executive Officers for fiscal years 2024, 2023, and 2022:

  17. Policy Prohibiting Hedging and Pledging

    | Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards ($) (1) | Option Awards ($) (1) | All Other Compensation ($)(2) | Total($) | | Howard G. Berger, M.D. | 2024 | 3,000,000 | 4,000,000 | 2,000,004 | – | 76,433 | 9,076,437 | | President and Chief Executive Officer | 2023 | 1,500,000 | 2,000,000 | 1,375,000 | 1,750,000 | 75,183 | 6,700,183 | | (principal executive officer)(3) | 2022 | 1,500,000 | 4,000,000 | – | – | 55,517 | 5,555,517 | | Mark D. Stolper | 2024 | 700,000 | 575,000 | 574,982 | – | 33,157 | 1,883,139 | | Executive Vice President and | 2023 | 575,000 | 287,500 | 431,250 | 575,000 | 31,954 | 1,900,704 | | Chief Financial Officer (principal financial officer) | 2022 | 575,000 | 525,000 | 681,250 | 825,000 | 31,213 | 2,637,463 | | Cornelis Wesdorp (4) | 2024 | 153,341 | – | 4,160,469 | – | 13,595 | 4,327,405 | | President and Chief Executive Officer of Digital Health | | | | | | | | | Stephen M. Forthuber | 2024 | 800,000 | 650,000 | 650,017 | – | 52,882 | 2,152,899 | | President and Chief Operating | 2023 | 650,000 | 325,000 | 487,500 | 650,000 | 48,065 | 2,160,565 | | Officer - Eastern Operations | 2022 | 650,000 | 600,000 | 775,000 | 937,500 | 47,258 | 3,009,758 | | Norman R. Hames | 2024 | 800,000 | 650,000 | 650,017 | – | 36,486 | 2,136,503 | | President and Chief Operating | 2023 | 650,000 | 325,000 | 487,500 | 650,000 | 30,460 | 2,142,960 | | Officer - Western Operations | 2022 | 650,000 | 600,000 | 775,000 | 937,500 | 26,776 | 2,989,277 |

  18. Policy Prohibiting Hedging and Pledging

    | (b) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for 2024. These values are $0.00 since Dr. Berger did not have any values reported in these columns in the Summary Compensation Table. | | (c) The total pension benefit adjustments for 2024 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the chief executive officer during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”) calculated in accordance with U.S. GAAP. This value is $0.00 since Dr. Berger did not participate in such pension programs in Fiscal Year 2024. |

  19. Policy Prohibiting Hedging and Pledging

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding Dr. Berger), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the Named Executive Officers as a group (excluding Dr. Berger) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Named Executive Officers as a group (excluding Dr. Berger) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |