RADNET INC (RDNT)
Sector: Health Care
2026 Annual Meeting Analysis
RADNET INC · Meeting: June 2, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Six Nominees as Directors to Hold Office Until the 2027 Annual Meeting of Stockholders
RadNet's 3-year price return of 111.9% outperforms the peer group median by +108.3 percentage points, far exceeding the 50pp threshold required to trigger a No vote for a strong-positive TSR company; no overboarding, attendance, or independence concerns apply to this long-tenured CEO-Chairman.
Dr. Sorensen joined the board in August 2023, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under policy; he brings relevant AI, medical imaging, and healthcare industry expertise with no overboarding concerns.
The TSR trigger does not fire given RadNet's exceptional 3-year outperformance versus peers (+108.3pp vs. 50pp threshold); Ms. Jacobs is independent, serves on appropriate committees, and brings deep healthcare management consulting experience.
The TSR trigger does not apply given RadNet's strong outperformance; Mr. Levitt is a CPA and qualified audit committee financial expert with longstanding financial expertise, independent, and shows no overboarding or attendance issues.
The TSR trigger does not apply given RadNet's strong outperformance; Mr. Spurlock is independent and brings directly relevant radiology and healthcare operations experience with no attendance or overboarding flags.
The TSR trigger does not apply given RadNet's strong outperformance; Mr. Swartz is a retired CPA serving as Lead Independent Director and Audit Committee Chair, is independent, and has extensive financial accounting experience with no concerns.
All six director nominees receive a FOR vote. RadNet's 3-year price return of 111.9% outperforms its disclosed peer group median by approximately 108 percentage points, well above the 50-percentage-point threshold that would trigger adverse votes for a company with strong positive returns. Dr. Sorensen, who joined in August 2023, is within the 24-month new-director exemption window. The board includes a disclosed skills matrix, two audit committee financial experts, all independent non-executive directors on audit and compensation committees, and no overboarding or material attendance issues.
Say on Pay
✓ FORCEO
Howard G. Berger, M.D.
Total Comp
$12,087,934
Prior Support
83%%
CEO total compensation of approximately $12.1 million consists of a $3 million base salary and a $9 million restricted stock grant (with time-based vesting only), which raises a concern about the absence of forward-looking performance conditions on the equity component; however, the 2023 grants included AEBITDA-based performance stock units and options, and the company does use a clawback policy. RadNet delivered outstanding results — 3-year stock price return of 111.9% versus a peer median of 3.6%, and revenue growth of 11.5% in 2025 — meaning the pay-for-performance alignment check strongly favors approval since variable pay above benchmark is more than justified by dramatically superior shareholder returns. Prior Say on Pay support was 83% and 89% in successive years, well above the 70% threshold that would require a remediation response, and the overall compensation structure is reasonable for a founder-CEO of a $4.5 billion company delivering exceptional long-term performance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose an auditor fee table with audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be evaluated; auditor tenure is not disclosed in the available filing text, so the tenure trigger cannot fire per policy; Ernst & Young LLP is a Big 4 firm fully appropriate for a $4.5 billion market cap company, and no material restatements are indicated, so the default FOR vote stands.
Overall Assessment
The 2026 RadNet annual meeting ballot contains four proposals: election of six directors, ratification of Ernst & Young as auditor, an advisory Say on Pay vote, and approval of an amended equity incentive plan. All standard proposals receive FOR votes — the director slate is supported by RadNet's exceptional 3-year stock outperformance of roughly 108 percentage points above its peer group median, the Say on Pay program is supported by strong pay-for-performance alignment despite time-based-only equity vesting mechanics, and the auditor ratification is supported by Ernst & Young's Big 4 status with no fee or restatement concerns identified from the available filing data.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing