Cheryl Grenas
About Cheryl Grenas
Cheryl Grenas, R.N., M.S.N. (age 64) is an independent director of Nutex Health Inc. and serves as Compensation Committee Chair. She joined the Board on April 1, 2022 and brings 20+ years of healthcare leadership, including Chief Nursing Officer experience and prior U.S. Navy service. She holds a B.S. in Nursing and an M.S. in Nursing from Prairie View A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Behavioral Hospital of Bellaire | Chief Nursing Officer | Since March 2018 | Senior clinical leadership; operations and patient care |
| Freestanding Emergency Departments (Houston) | Consultant | Jul 2017 – Mar 2018 | Start-up and optimization advisory |
| Neighbors Emergency Center | Regional Facility Director | Aug 2015 – Jul 2017 | Operational leadership across FSED facilities |
| United States Navy | Lieutenant Commander | 20 years; deployments in 2005 (OIF) and 2011 (OEF) | Two Navy Commendation Medals; four Navy Achievement Medals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
Board Governance
- Committee assignments: Compensation Committee Chair; member, Nominating & Corporate Governance Committee; not a member of Audit Committee .
- Independence: Board determined Grenas qualifies as independent under Nasdaq rules; all non-employee committee members meet applicable independence standards .
- Attendance and engagement: In 2024, the Board met 24 times; all incumbent directors attended ≥95% of combined Board and committee meetings for their service period .
- Committee activity and oversight:
- Audit Committee (independent; financial expert designated): 12 meetings in 2024 .
- Compensation Committee (Chaired by Grenas): 6 meetings in 2024; Mercer retained; no conflicts identified .
- Nominating & Governance Committee (Chair: Michael Reed): 3 meetings in 2024 .
- Lead Independent Director: Board may appoint one; none disclosed currently .
- Policies strengthening governance:
- Insider Trading and Anti-Hedging policy prohibits hedging, short sales, margin accounts, and pledging of company securities .
- Compensation Recovery (Clawback) policy compliant with Nasdaq Listing Rule 5608 .
Fixed Compensation
Director cash compensation for Cheryl Grenas (annual retainer plus chair fee; prorated as applicable):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Retainer (cash) ($) | 131,250 | 162,500 |
| Committee Chair Fees included ($) | Included in total | Included in total |
| Total Director Cash Fees ($) | 131,250 | 162,500 |
Notes: Standard annual cash retainer for non-executive directors is $150,000; chair retainers are $20,000 (Audit), $15,000 (Compensation), $15,000 (Nominating & Governance) .
Performance Compensation
| Component | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Stock Awards ($) | 0 (none) | 0 (none) | Company may grant annual RSUs/common stock to non-exec directors that fully vest one year post grant; actual grants not made for Grenas in 2023–2024 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None (public company boards) | — | None disclosed |
Compensation committee interlocks: During 2023, members (including Grenas) were not officers or former officers of the Company; no interlocking relationships disclosed .
Expertise & Qualifications
- Clinical leadership and operations: CNO and regional facility management in emergency care systems .
- Military discipline and leadership: Lieutenant Commander, U.S. Navy; decorated service (OIF/OEF) .
- Nursing education: BSN and MSN, Prairie View A&M University .
- Governance experience: Compensation Committee Chair; member, Nominating & Governance .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 667 (held by spouse; counted to beneficial ownership) | 67 |
| % of Shares Outstanding | <1% (*) | <1% (*) |
(*) Percent of class indicated as less than 1% by the Company .
Policy note: Company prohibits hedging, short sales, margin accounts, and pledging of company securities by directors .
Governance Assessment
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Strengths:
- Independence and committee leadership: Grenas is independent, chairs Compensation Committee, and participates in Nominating & Governance—positions aligned with oversight of pay, independence, and conflicts .
- Engagement: Strong attendance (≥95%) and active committee cadence (Compensation met 6× in 2024; Mercer engaged without conflict) .
- Risk controls: Anti-hedging/anti-pledging policy; Nasdaq-compliant clawback policy .
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Watch items / RED FLAGS (company-level context impacting board effectiveness):
- Significant related-party transactions with entities affiliated with the CEO (Physician LLCs and Real Estate Entities; related-party leases and advances), requiring robust independent oversight (e.g., $20.0M lease cash payments in 2024; related-party payables/receivables) .
- Equity plan expansion and evergreen: 2025 proposal to add 1,100,000 shares and institute a 5% annual automatic increase through 2033 raises dilution risk; directors and executives are eligible under the plan, necessitating heightened Compensation Committee governance on share usage and dilution .
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Director pay alignment: Grenas’ 2024 compensation was entirely cash ($162,500) with no equity awards, limiting direct long-term ownership alignment relative to equity-based structures; however, the Company’s policy permits annual RSU/common stock grants that vest in one year .
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Structural considerations: No Lead Independent Director disclosed; Board leadership combines CEO/Chair; independent director executive sessions and lead role are optional but not currently instituted .