Ronald G. Lehman
About Ronald G. Lehman
Independent director (age 48), serving on FONAR’s Board since April 2012; Chair of the Audit Committee since 2021 and designated Audit Committee Financial Expert. He is effectively the Lead Independent Director, chairing the Audit Committee and acting as a principal employee point under certain circumstances. Lehman is Managing Director & Head of Investment Banking at Bruderman Advisory Group; prior roles include partner at Sandy Hill Investors, Chairman of Persante Acquisition Corp., director at Seviroli Foods (during the firm’s investment period), SVP of Acquisitions at Health Diagnostics (2008), and analyst roles at Deutsche Bank (1998–2000). He is a graduate of Columbia University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bruderman Advisory Group, LLC | Managing Director & Head of Investment Banking | 2010–present (returned in 2010) | Leads sell-side advisory and capital raising processes. |
| Sandy Hill Investors, LLC | Partner | Not disclosed | Oversees firm investments. |
| Persante Acquisition Corp. (portfolio company) | Chairman | Not disclosed | Portfolio company leadership; governance chair role. |
| Seviroli Foods, LLC | Board Member | During investment period | Board service during PE investment period. |
| Bruderman entities | Buy/Sell-side Advisor; Principal in PE transactions | 2000–2008 | Executed private equity transactions. |
| Health Diagnostics, LLC | SVP, Acquisitions | 2008 | Managed acquisitions and corporate finance. |
| Deutsche Bank | Investment banking roles | 1998–2000 | Early career finance experience. |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Bruderman Advisory Group, LLC | Managing Director & Head of Investment Banking | No disclosure of public listing | Current role. |
| Sandy Hill Investors, LLC | Partner | Private investment firm | Current role. |
| Persante Acquisition Corp. | Chairman | Not disclosed | Portfolio company chair. |
| Seviroli Foods, LLC | Board Member (prior) | Private company | During investment period. |
No other public company directorships are disclosed in the proxy.
Board Governance
- Independence: The Board identifies Lehman as independent under SEC and NASDAQ rules; the Audit Committee is composed solely of independent directors (Lehman, Richard E. Turk, Jessica Maher).
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert; the Board has no standing compensation or nominating committees given its small size (nominations handled by the full Board; compensation determined by management under CEO authority).
- Lead Independent Director: While no formal lead independent director is designated, Lehman effectively functions in that role, chairs the Audit Committee, leads auditor engagement, reviews financials, and under certain circumstances serves as principal point for employees.
- Meetings and engagement: The Board and Audit Committee each met four times in the fiscal year ended June 30, 2024. Individual director attendance rates are not disclosed.
- Controlled company: Chairman/CEO Timothy R. Damadian controls >50% of voting power; FONAR is a “controlled company” under NASDAQ rules.
- Risk oversight: Audit Committee oversees accounting, reporting, internal controls, auditor appointment/evaluation/compensation; risk oversight conducted through quarterly/annual Audit Committee meetings and ongoing management interaction.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees | $20,000 | Minimum annual director fee; “greater amounts for additional services” may apply. |
| Stock awards | $0 | No RSUs/stock awards disclosed for directors. |
| Option awards | $0 | No option grants disclosed for directors. |
| Non-equity incentive compensation | $0 | None for directors. |
| Nonqualified deferred compensation earnings | $60,000 | As reported in director compensation table. |
| All other compensation | $0 | Not reported for Lehman beyond items above. |
| Total | $80,000 | Total director compensation for Lehman in FY2024. |
Policy: Directors (other than Timothy Damadian) receive at least $20,000 per annum for Board service; the proxy notes “greater amounts for additional services.”
Performance Compensation
| Performance Metric | Target/Weighting | Actual/Outcome | Payout Impact |
|---|---|---|---|
| Performance-based cash (e.g., revenue, EBITDA, TSR) | Not disclosed | Not applicable | No non-equity incentive compensation for directors. |
| Equity performance awards (PSUs/RSUs) | Not disclosed | Not applicable | No equity grants disclosed for directors. |
No director performance metrics, bonus targets, or equity vesting schedules are disclosed for directors in FY2024.
Other Directorships & Interlocks
| Person | Connection | Potential Interlock/Network Note |
|---|---|---|
| Richard E. Turk (FONAR director) | Prior employment at Bruderman Brothers (2007–2014) | Shared Bruderman background may indicate network ties with Lehman; both have Bruderman affiliations. |
The proxy’s independence assessment states no undisclosed transactions, relationships or arrangements were considered in determining independence for Lehman, Turk, and Maher.
Expertise & Qualifications
- Audit Committee Financial Expert (Board determination based on education and experience).
- Deep finance background: investment banking leadership (sell-side advisory, capital raising), private equity transactions, healthcare imaging acquisitions and corporate finance.
- Education: Columbia University graduate.
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Ronald G. Lehman | Common Stock | 4,330 | <1% |
| Ronald G. Lehman | Class A Preferred | Not disclosed | Not applicable |
| Ronald G. Lehman | Class C Stock | Not disclosed | Not applicable |
Group context: All officers and directors (6 persons) collectively own 137,721 common shares (2.18%); Class C 382,447 (99.98%); Class A Preferred 2,117 (<1%).
Trading plans: No directors or executive officers adopted or terminated Rule 10b5-1 plans in the fiscal quarter ended June 30, 2024.
Governance Assessment
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Strengths
- Independent Audit Committee chaired by Lehman; Lehman serves as Audit Committee Financial Expert; regular quarterly/annual oversight of financial reporting, internal controls, and auditor independence.
- Effective de facto Lead Independent Director function by Lehman, strengthening the independence voice in a controlled company structure.
- Internal control effectiveness concluded under COSO for FY2024; no material changes in ICFR during the period.
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Concerns / RED FLAGS
- Controlled company risk: CEO/Chairman controls >50% voting; reduced need to adhere to certain NASDAQ governance requirements, increasing potential for entrenchment.
- No standing Compensation or Nominating Committee; CEO participates in deliberation and determination of executive and director compensation, a governance weakness that can impair pay independence and board refreshment.
- Related-party transactions with entities owned by CEO, including significant HMCA management fees to facilities owned by Timothy Damadian and equipment/maintenance arrangements, require rigorous independent oversight by the Audit Committee.
- Director pay/ownership alignment: Lehman’s FY2024 compensation lacks equity-based components (no RSUs/options) and his beneficial ownership is modest (<1%), potentially limiting “skin-in-the-game” alignment.
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Additional notes
- Board and Audit Committee met four times in FY2024; individual attendance not disclosed.
- Auditor change: Marcum LLP served as auditors through FY2024; CohnReznick LLP selected for FY2025 (ratification sought). Oversight by Audit Committee.
Overall: Lehman provides meaningful audit oversight and independent expertise amid a controlled-company context; however, the absence of independent compensation/nominating structures and material related-party dealings with the CEO create governance risk that places heightened importance on the effectiveness and assertiveness of the Audit Committee and de facto lead independent functions.