Luciano B. Bonanni
About Luciano B. Bonanni
Luciano B. Bonanni (age 69) is Executive Vice President, Chief Operating Officer (since June 27, 2016) and acting Principal Financial Officer (since September 2022). He joined FONAR in 1978 as an electrical engineer; roles since include VP Production & Engineering (from the IPO in 1981), and Vice President (1989–2016). He holds a Bachelor of Electrical Engineering (Manhattan College). His remit has spanned operations, R&D, manufacturing, service, sales, finance, accounting, and regulatory compliance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FONAR Corporation | Electrical Engineer | 1978–1981 | Early technical foundation for MRI operations and engineering . |
| FONAR Corporation | VP, Production & Engineering | 1981–1989 | Led production/engineering from IPO era, scaling core manufacturing and product functions . |
| FONAR Corporation | Vice President | 1989–2016 | Oversaw general operations, R&D, manufacturing, service, sales, finance, accounting, regulatory compliance . |
| FONAR Corporation | EVP & COO | Jun 27, 2016–Present | Company-wide operating leadership; added acting Principal Financial Officer responsibilities in 2022 . |
| FONAR Corporation | Acting Principal Financial Officer | Sep 2022–Present | Financial stewardship and reporting oversight alongside COO duties . |
External Roles
No public company directorships or external board roles for Mr. Bonanni are disclosed in the proxy excerpts reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | 148,572 | 143,416 | 148,241 | 148,241 |
| Cash Bonus ($) | 305,800 | 305,800 | 350,000 | 350,000 |
| Stock Awards ($) | 0 | 0 | 0 | 0 |
| Total Compensation ($) | 458,895 | 449,216 | 498,241 | 498,241 |
Notes:
- FONAR does not have a compensation committee; CEO and COO participate in management compensation decisions. Compensation is case-by-case, with pay-for-performance philosophy but no standardized formulas except sales commissions .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual Payouts | Vesting/Payment | Policy Notes |
|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary, not formulaic | n/a (case-by-case) | Not disclosed | FY22: $305,800 ; FY23: $305,800 ; FY24: $350,000 ; FY25: $350,000 | Cash; immediate | CEO and COO participate in setting compensation; no comp committee . |
| Equity incentives | Options/RSUs/PSUs | n/a | n/a | No stock awards to NEOs in table years (stock awards $0) | n/a | No standardized plan use for exec equity in these periods . |
Equity Ownership & Alignment
| Category | Common Shares | % of Common | Class A Preferred Shares | % of Class A Preferred | Stock Options Outstanding | RSUs/PSUs Outstanding |
|---|---|---|---|---|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 54,253 | 0.85% | 1,285 | 0.41% | 0 (none exercisable) | None disclosed |
Additional alignment and trading context:
- Outstanding equity awards at FY-end: no unexercised options for Mr. Bonanni (0) (also shown as 0 in the FY2025 10-K table) .
- Rule 10b5-1: No director or executive officer adopted or terminated a Rule 10b5-1 plan during the fiscal quarter ended June 30, 2024 .
- Stock ownership guidelines and pledging: No pledging or ownership guideline disclosures identified in the beneficial ownership and compensation sections reviewed .
Employment Terms
- Role and tenure: EVP & COO since June 27, 2016; acting Principal Financial Officer since September 2022 .
- Pension/deferred comp: Company maintains no pension or deferred compensation plans except a 401(k) plan . Employer contribution to the plan was $0 in FY2024 and $36,523 in FY2023 (plan-level totals, not individual) .
- Compensation governance: No compensation committee; CEO and COO participate in determining management compensation; case-by-case methodology .
- Clawback policy (SEC Rule 10D-1/Nasdaq):
- Trigger: Any Accounting Restatement (“Big R” or “little r”) .
- Lookback: Three completed fiscal years preceding the restatement date (plus any short transition period) .
- Scope: Recovers “Incentive-based Compensation” tied to financial reporting measures (incl. stock price/TSR), to the extent above restated results .
- Administration: Majority of independent directors determines recovery; no indemnification permitted; effective December 1, 2023 .
- Employment agreement, severance, change-of-control: No employment agreement, severance, or change-of-control provisions specific to Mr. Bonanni are described in the proxy or 10-K compensation sections reviewed; none are presented in the compensation discussion or related tables .
Compensation Structure Analysis
- Mix and trend: Compensation is heavily cash-based with a relatively modest base salary (~$143k–$148k) and sizable annual discretionary cash bonus ($306k–$350k). No equity awards were granted to Mr. Bonanni in FY2022–FY2025; options outstanding are zero .
- Governance risk: Absence of a compensation committee and direct involvement of CEO and COO in setting compensation present governance and pay oversight risks .
- Liquidity/vesting pressure: With no RSUs/PSUs and zero options outstanding, there are no scheduled equity vesting events that typically drive insider selling pressure .
- Clawback: Post-2023 clawback framework adds downside risk to incentive compensation tied to restated financial measures .
Related Party Transactions (context)
- The proxy and 10-K disclose several related-party transactions involving the CEO and entities he owns/controls (equipment sale note, facility management fees, service agreements). None are identified as involving Mr. Bonanni personally in the sections reviewed .
Performance & Track Record
- Role breadth: Multi-decade operator with responsibility across operations, R&D, manufacturing, service, sales, finance, accounting, and regulatory compliance .
- Certifications: Mr. Bonanni signed the Section 302 CEO/CFO certifications with the CEO on the FY2025 10-K, indicating responsibility for disclosure controls and internal control assertions .
- Company-level TSR/revenue/EBITDA metrics: Not disclosed for Mr. Bonanni’s evaluation in the compensation sections reviewed; bonuses are discretionary without published performance weights or targets .
Investment Implications
- Alignment: Minimal equity ownership (0.85% common; 0.41% Class A Preferred) and lack of ongoing equity grants reduce long-term equity alignment relative to peers that use RSUs/PSUs; however, zero options/RSUs means no programmed vesting-driven sell pressure .
- Incentive risk: Heavy reliance on discretionary cash bonuses with no disclosed performance weights/targets and no compensation committee oversight introduces subjectivity and potential misalignment with shareholder value creation .
- Governance overlay: CEO’s voting control and involvement (with COO) in pay decisions plus related-party transactions with the CEO elevate governance scrutiny; investors may discount pay-for-performance claims absent transparent metrics and independent oversight .
- Protective features: Adoption of an SEC/Nasdaq-compliant clawback policy (effective Dec 1, 2023) mitigates restatement-related risk by enabling recovery of incentive pay linked to financial reporting measures .