Richard E. Turk
About Richard E. Turk
Independent director of FONAR since June 2020; age 40. He is CFO of PRISM Vision Group (joined November 2018 as Chief Development Officer; named CFO March 2021) and holds a B.A. from Columbia University (2007). Biography highlights include healthcare services growth and M&A execution experience in outpatient settings.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| PRISM Vision Group | Chief Development Officer → Chief Financial Officer | Joined Nov 2018; CFO since Mar 2021 | Expanded from 17 locations/21 physicians to ~90+ locations and ~190 physicians across NJ, PA, DE, VA, DC, MD |
| Professional Physical Therapy | Corporate development/M&A | Four years prior to PRISM; executed 32 acquisitions comprising 116 clinics | Expanded services and added three states to footprint |
| Bruderman Brothers | Vice President | 2007–2014; VP 2011–2014 | Investment/merchant banking for lower middle market companies, including healthcare |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PRISM Vision Group (private) | Chief Financial Officer | Current | PE-backed, multi-location outpatient eye care practice (New Providence, NJ HQ) |
| Public company directorships | — | Not disclosed | No other public boards cited in FONAR proxy materials |
Board Governance
- Independence: Classified independent under SEC and NASDAQ rules; board majority independent (Lehman, Turk, Maher) .
- Committees: Member of Audit Committee; audit committee (Lehman, Turk, Maher—all independent) reviewed audited financials and recommended inclusion in 10-K .
- Committee chairs: Audit Committee chaired by Ronald G. Lehman (since 2021); Turk is not a chair .
- Nominating: No separate standing nominating committee; nominations handled by the board acting as a whole .
- Compensation oversight: No standing compensation committee; CEO participates in compensation determinations (governance concern) .
- Meetings: Board and Audit Committee met four times in FY2024; attendance detail by director not disclosed .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Director cash fees | $20,000 |
| “All other” director compensation | $15,000 |
| Base director fee policy | Minimum $20,000 per annum for directors; additional amounts for added services |
| Total director compensation | $35,000 |
Performance Compensation
| Component | FY 2024 |
|---|---|
| Stock awards (RSUs/PSUs) | $0 |
| Option awards | $0 |
| Non‑equity incentive plan comp | $0 |
| Deferred comp earnings | $0 |
No disclosed performance metrics, vesting schedules, or equity grants for directors; director pay is cash‑heavy with no equity alignment .
Other Directorships & Interlocks
| Entity | Type | Overlap/Interlock | Note |
|---|---|---|---|
| Bruderman Brothers | Prior employer | Shared network with fellow director Ronald G. Lehman (held roles at Bruderman entities) | Potential board network interlock via prior employment; no related‑party transactions disclosed involving Turk |
| Public company boards | Directorships | None disclosed | Proxy does not list any other public boards for Turk |
Expertise & Qualifications
- Finance/M&A: Led/sourced 32 acquisitions (116 clinics) at Professional Physical Therapy; investment banking experience at Bruderman Brothers .
- Healthcare services: Executive roles at PRISM Vision Group, overseeing growth to ~190 physicians and >90 locations across multiple states .
- Education: Columbia University (2007) .
- Audit oversight exposure: Serves on FONAR’s Audit Committee; committee oversees risk and financial reporting .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Richard E. Turk | Common Stock | 0 | <1% |
No holdings disclosed in other share classes for Turk; overall officer/director group owns 137,721 common (2.18%), 382,447 Class C (99.98%), 2,117 Class A Preferred (*<1%) .
Insider Trading & Plans
| Period | 10b5‑1 Plan Adoption/Termination | Notes |
|---|---|---|
| Fiscal quarter ended June 30, 2024 | None | Company disclosed no director/executive adoption/termination of Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements |
Governance Assessment
- Strengths
- Independent director with finance/M&A background and healthcare operating experience; contributes to audit oversight and strategic growth literacy .
- Audit Committee comprised entirely of independent directors, with documented review of audited financials and recommendation to include in 10‑K .
- Concerns/RED FLAGS
- No separate compensation committee; CEO participates in pay decisions—raises independence and oversight concerns for executive compensation (structural governance risk) .
- No nominating committee; director selection handled by full board without shareholder recommendation policy—limited formal process and diversity considerations .
- Minimal director equity alignment: Turk holds 0 common shares; directors receive primarily cash fees with no annual equity grants—weak “skin‑in‑the‑game” signal .
- Board/Audit met four times in FY2024; individual attendance not disclosed—reduced transparency on engagement .
- Multiple related‑party transactions involve the CEO and affiliated entities (e.g., managed imaging facilities, equipment transaction, service/maintenance agreements); while none name Turk, the company’s RPT profile elevates conflict‑of‑interest risk at the issuer level .
Overall, Turk presents credible financial and healthcare service expertise with audit committee participation, but equity‑alignment is low and issuer‑level governance architecture (no comp/nominating committees; CEO‑influenced pay) and related‑party activity are investor confidence headwinds.