Jessica Maher
About Jessica Maher
Jessica Maher (age 27) is an independent director of FONAR, serving since March 2023. She is a staff accountant at Ives & Sultan, LLP, with prior experience at PricewaterhouseCoopers, Northwell Health, and Tritech Healthcare Management; she holds a B.S. and M.S. in Accounting from Fairfield University. Her background centers on audit and financial reporting; she currently serves on FONAR’s Audit Committee alongside independent directors Ronald G. Lehman and Richard E. Turk .
Past Roles
| Organization | Role | Scope/Impact |
|---|---|---|
| Ives & Sultan, LLP | Staff Accountant | Prepares audited financial statements; oversees audit testing; audits 401(k) plans; handles tax returns |
| PricewaterhouseCoopers | Associate (audit) | Assigned to private equity clients; responsible for audit areas; assisted in reviewing financial statements, disclosures, and opinions |
| Northwell Health | Finance Intern | Supported financial reporting for two hospitals; worked in A/R systems; analyzed patient billing for overpayments |
| Tritech Healthcare Management | Analyst | Reviewed patient files, insurance, charts; ensured correct billing by clients |
External Roles
- No other public company directorships disclosed in the proxy for Maher .
Board Governance
- Independence: FONAR identifies Maher as independent under SEC and NASDAQ Marketplace Rules; no undisclosed transactions considered in that determination .
- Committees: Audit Committee member (standing committee with a written charter; independent-only). Audit Committee members: Ronald G. Lehman (Chair, financial expert), Richard E. Turk, Jessica Maher .
- Board structure: Controlled company—Chairman/CEO Timothy R. Damadian controls >50% of voting power; no standing compensation or nominating committees; management (CEO/COO) sets compensation .
- Meetings: Board and Audit Committee met 4 times in fiscal year ended June 30, 2024 (individual director attendance not disclosed) .
- Election results (May 19, 2025): Maher received 11,083,836 For; 1,664,116 Withheld; 1,559,986 Broker Non-Votes .
Fixed Compensation
| Fiscal Year | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Nonqualified Deferred Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 20,000 | 0 | 0 | 0 | 0 | 15,000 | 35,000 |
- Director compensation minimum: $20,000 per annum for board service and any committee work (excluding the Chairman, who receives no board compensation) .
Performance Compensation
| Fiscal Year | RSU/DSU Grants (Shares/$) | PSU Grants (Shares/$) | Option Grants (Shares/$) | Performance Metrics Tied to Director Pay |
|---|---|---|---|---|
| 2024 | None disclosed (0) | None disclosed (0) | None disclosed (0) | None disclosed |
- No director equity awards or performance-linked pay components disclosed for Maher in FY2024; no vesting schedules, clawbacks, severance, or change-of-control provisions disclosed for directors .
Other Directorships & Interlocks
| Entity | Role/Interest | Potential Interlock/Conflict Context |
|---|---|---|
| Health Management Company of America (HMCA) | Holds 0.015% interest in HMCA’s Class A membership interests | HMCA is FONAR’s subsidiary managing imaging centers; multiple related-party transactions exist with entities owned or affiliated with CEO Timothy R. Damadian; directors Lehman and Chan also hold small HMCA interests |
Expertise & Qualifications
- Accounting credentials: B.S. and M.S. in Accounting; audit and financial reporting experience (public and healthcare) .
- Committee-relevant skills: Audit testing oversight, 401(k) plan audits, and financial statement preparation align with Audit Committee responsibilities (Maher is a member; Lehman designated as the committee financial expert) .
Equity Ownership
| Security Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Common Stock | 0 | <1% |
- No preferred or Class C holdings disclosed for Maher; officers and directors as a group own 137,721 common shares and 382,447 Class C shares (Class C controlled via trustee), underscoring controlled company status .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (May 19, 2025) | 12,389,147 | 331,150 | 27,655 | 1,559,986 |
- Auditors ratified: CohnReznick LLP for FY2025 (14,084,984 For; 83,704 Against; 139,250 Abstain) .
Governance Assessment
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Strengths:
- Independent director on a fully independent Audit Committee; committee oversees financial reporting and auditor independence .
- Accounting-heavy background appropriate for audit oversight; helps board effectiveness despite her relatively early career stage .
- Clean 10b5-1 disclosure: No adoption/termination of trading plans by directors in the quarter ended June 30, 2024 .
-
Concerns/Red Flags:
- Controlled company dynamics: CEO controls >50% voting power, chairs the board, and, along with COO, sets executive and director compensation due to absence of a standing compensation committee—raises independence and pay governance concerns .
- Related-party exposure: Small HMCA ownership interest (0.015%) for Maher; HMCA engages in material transactions with entities owned/affiliated with the CEO (e.g., imaging facility fees, equipment note) which can present perceived conflicts despite board-confirmed independence .
- Ownership alignment: Maher holds zero common shares, and there are no disclosed director equity grants or ownership guidelines—limits “skin-in-the-game” signaling .
- Limited committee structure: No nominating or compensation committees; nominations handled by full board; compensation set by management—unusual structure relative to best practices .
Overall signal: Maher strengthens the audit function with practical accounting expertise, but FONAR’s controlled-company governance (no comp committee, extensive related-party dealings, limited director equity alignment) constrains independence optics and may impact investor confidence in pay-for-performance alignment and conflict management .