Claudette J.V. Chan
About Claudette J.V. Chan
Claudette J.V. Chan served as a Director of FONAR since October 1987 and as the Company’s Secretary since January 2008; she notified FONAR of her retirement from the Board and as Secretary effective June 19, 2025 . She is 86 years old, with a Bachelor of Science in Nursing from Cornell University (1960) and prior experience in nursing, operations oversight of MRI centers via HMCA, and non-profit leadership . Company performance during her recent tenure showed modest revenue growth through FY 2025 and variable EBITDA, with details below.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $98,645,101 | $102,884,089 | $104,351,318 |
| EBITDA ($USD) | $19,329,397* | $21,131,785* | $15,919,078* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HMCA (subsidiary managing MRI centers) | Site Inspector | 1997–2025 | Supervised and implemented standard procedures and policies for MRI centers |
| Raymond V. Damadian, M.D. MR Scanning Centers Management Co. | Employee | 1992–1997 | Operations support for MRI centers |
| St. Matthew’s and St. Timothy’s Neighborhood Center, Inc. | Director of Volunteers, Meals on Wheels | 1989–1994 | Coordinated elder care volunteer operations |
| Claudette Penot Collection | President | ~1983–1989 | Ran retail mail-order apparel/gifts business |
| Nursing practice and teaching | Nurse/Educator | until 1973 | Clinical and educational work in nursing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy/10-K |
Fixed Compensation
Director compensation is cash-based; FONAR does not have a standing compensation committee, and director pay is set by the Board/management .
| Compensation Element | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned in cash ($) | $20,000 | $20,000 |
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $0 | $0 |
| Non-equity incentive plan ($) | $0 | $0 |
| Nonqualified deferred compensation earnings ($) | $0 | $0 |
| All other compensation ($) | $38,880 | $38,880 |
| Total ($) | $58,880 | $58,880 |
Notes:
- Proxy tables do not break out “All other compensation” components; narrative indicates directors receive a minimum of $20,000 per annum, and Chan is also an executive officer (Secretary), suggesting additional compensation for services outside board duties, but no specific line items are disclosed .
Performance Compensation
- No stock awards, options, RSUs/PSUs, or performance-based director compensation are disclosed for Claudette J.V. Chan; no vesting schedules or performance metric linkages apply to her director pay .
- FONAR’s executive compensation is case-by-case, pay-for-performance oriented, but the CEO and COO determine compensation; there is no compensation committee and no standardized formulas .
Equity Ownership & Alignment
| Security Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Common Stock | 106 | * (<1%) |
| Class A Nonvoting Preferred | 32 | * (<1%) |
Additional alignment disclosures:
- No options/RSUs/PSUs outstanding or reported for Chan; company tables show no outstanding options at FY-end for named executives, and directors had no option awards .
- No pledging or hedging of company stock disclosed; during fiscal quarter ended June 30, 2024, no Rule 10b5-1 plans were adopted/terminated by directors or executive officers .
Employment Terms
- Role: Secretary of FONAR since January 2008; retired as Secretary and Director effective June 19, 2025 .
- No employment agreement terms, severance, change-of-control provisions, non-compete, non-solicit, garden leave, post-termination consulting arrangements, clawbacks, tax gross-ups, deferred compensation or pension/SERP details are disclosed for Chan; company notes no pension or deferred compensation plans except a 401(k) .
Board Governance
- Board service history: Director since October 1987; Secretary since January 2008; retired June 2025 .
- Committee roles: Chan is not listed as a member of the Audit Committee; Audit Committee consists of independent directors Ronald G. Lehman (Chair, financial expert), Richard E. Turk, and Jessica Maher .
- Governance structure: FONAR is a controlled company under NASDAQ rules due to Chairman/CEO Timothy Damadian’s voting control; there is no standing compensation or nominating committee; Lehman effectively serves as Lead Independent Director .
- Independence: A majority of the Board is independent (Lehman, Turk, Maher); Chan is not independent as an executive officer (Secretary) .
Related Party Transactions (contextual governance risk)
- HMCA management agreements: HMCA provides comprehensive non-medical management and flat monthly fees ($84,152–$446,639 per month in fiscal 2024); CEO-owned Florida imaging facilities pay HMCA flat monthly fees ($245,535–$411,589); HMCA net revenues from the CEO-owned/formerly Dr. Damadian facilities were ~$11.9M in FY 2024 and FY 2023 .
- Chan holds a 0.0378% interest in HMCA’s Class A membership interests (subsidiary-related ownership), alongside other directors with small interests; potential related-party proximity though amounts are de minimis .
Compensation Structure Analysis
- Director pay is entirely cash-based (no equity), with “all other compensation” recurring at $38,880; no at-risk equity or performance-linked director compensation is disclosed for Chan, indicating limited direct alignment via equity .
- Company lacks a compensation committee; CEO and COO participate in setting executive and director compensation (interlocks/insider participation), a governance concern for pay independence .
Risk Indicators & Red Flags
- Controlled company status and CEO dual role as Chairman; no compensation committee; insider participation in compensation decisions .
- Related-party ecosystem via HMCA; CEO-owned facilities and de minimis director HMCA interests (including Chan) increase monitoring needs for transaction terms and fairness .
- No evidence of hedging/pledging or 10b5-1 plans in FY 2024; no option repricings; no disclosed legal proceedings or SEC investigations regarding Chan .
Director Compensation (detail)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (cash) | $20,000 | $20,000 |
| Equity (annual grants, DSUs) | $0 | $0 |
| Options | $0 | $0 |
| Meeting/committee fees | Not disclosed | Not disclosed |
| All other compensation | $38,880 | $38,880 |
| Ownership guidelines | Not disclosed | Not disclosed |
SAY-ON-PAY & Shareholder Feedback
- Annual non-binding say-on-pay vote proposed; Board recommends FOR; vote outcomes/percentages not disclosed in the proxy extracts reviewed .
Expertise & Qualifications
- Education: BS in Nursing, Cornell University (1960) .
- Operational expertise: Long-standing oversight of MRI center standards and procedures via HMCA; non-profit operations leadership; small business management experience .
Employment Terms
- See above; retirement effective June 19, 2025 .
- No severance/change-of-control/clawback/tax gross-up provisions disclosed for Chan; company notes no pension/deferred comp except 401(k) .
Investment Implications
- Alignment: Chan’s beneficial ownership in FONAR equity is de minimis (<1%), and her director compensation is cash-only without equity grants, implying limited direct alignment via stock; “all other compensation” suggests compensation for non-board services but lacks transparency .
- Governance: Retirement reduces dual-role independence concerns for Chan specifically, but broader governance risks persist (controlled company; no compensation committee; insider participation in pay decisions), warranting a higher governance discount/monitoring of related-party arrangements and audit committee robustness .
- Performance context: Revenues grew modestly into FY 2025 while EBITDA declined versus FY 2024, underscoring execution variability in the operating businesses (HMCA and equipment/service), which may influence investor views on compensation design and risk-sharing going forward (see performance table above) .
- Trading signals: With no disclosed insider trading plans and minimal equity holdings, Chan’s retirement is unlikely to create insider selling pressure; focus should instead remain on CEO/COO compensation decisions, audit committee oversight, and any changes in related-party economics .