Jon C. Bates
About Jon C. Bates
Jon C. Bates, MBA, CPA, is Chief Financial Officer of Nutex Health Inc., appointed effective June 30, 2022; he is age 55 per the Company’s executive roster . He holds a BBA from the University of Texas at Austin and an MBA from the University of Houston and is a Certified Public Accountant . Prior to Nutex, Bates served as VP of Accounting/Corporate Controller at U.S. Physical Therapy (2006–2022) with extensive experience in strategic financial planning, SOX/internal audit, valuation/M&A, and public-company reporting . Company performance context: cumulative TSR value of an initial $100 investment was $167 in 2024 (after negative prior years), and net income was $95.3 million in 2024 following losses in 2023 and 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Physical Therapy, Inc. (NYSE: USPH) | VP Accounting/Corporate Controller | 2006–2022 | Led closing for 600+ locations and M&A from valuation through integration; strengthened financial controls and accuracy . |
| Commerciant, L.P. | CFO and Chief Accounting Officer | Not disclosed | Senior finance leadership across accounting and reporting . |
| National Alarm Technologies LLC | Chief Accounting Officer/Corporate Controller | Not disclosed | Corporate accounting leadership . |
| American Residential Services, Inc. | Assistant Corporate Controller | Not disclosed | Corporate accounting and controls . |
| Arthur Andersen LLP | Senior Auditor | Not disclosed | External audit and assurance experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
Fixed Compensation
Multi-year NEO compensation for Bates:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $300,000 | $324,677 (base increased to $350,000 in Aug 2024) |
| Stock Awards ($) | $69,505 | $29,746 |
| Bonus ($) | $0 | $275,000 (for FY2024, paid Mar 2025) |
| All Other Compensation ($) | $49,241 | $53,155 |
| Total ($) | $418,746 | $682,578 |
Additional fixed-pay terms:
- Base salary set at $300,000 at appointment; increased to $350,000 by Board in Aug 2024 .
- Standard benefits include health, dental, life insurance and 401(k) match (up to 3%) .
Performance Compensation
| Incentive Type | Metric/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Combination of company-wide and individual goals set annually; CEO recommends, Board approves | Up to 40% of base salary | $275,000 for FY2024; awarded March 2025 | Cash (paid following approval) |
| RSUs (2022 grant) | Long-term incentive; initial 20,000 RSUs at commencement; 1/3 vest annually on anniversaries | N/A | Vested tranches reported via restricted stock awards (464 shares vested 4/1/2023; 331 shares vested 3/31/2024) | Anniversary-based vesting per agreement |
| RSUs (2024–2025 grants) | Additional RSUs outstanding with specified future vest dates | N/A | Unvested at 12/31/2024: 4,831 RSUs ($153,094 market value at $31.69) | 3,000 RSUs: 50% vest on Mar 1, 2026 and Mar 1, 2027; 3,500 RSUs: 1/3 vest on Mar 1, 2026, Mar 1, 2027, Mar 1, 2028 |
Notes:
- Nutex’s executive program is “straightforward,” emphasizing base salary + annual cash bonus + annual equity grants; the Compensation Committee aims to align pay with performance while avoiding excessive risk-taking .
- Clawback policy applies to incentive-based compensation tied to financial reporting measures in case of restatement .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 11,388 | As of April 23, 2025. |
| Ownership % of shares outstanding | “*” (less than 1%) | Company outstanding shares: 5,565,679 . |
| Unvested RSUs (12/31/2024) | 4,831 | Market value $153,094 at $31.69 . |
| Recent vesting | 330 shares vested in 2024; value $5,446 | Reflects restricted stock vesting. |
| Future vesting schedules | 3,000 RSUs: 1/2 vest 3/1/2026 & 3/1/2027; 3,500 RSUs: 1/3 vest 3/1/2026, 3/1/2027, 3/1/2028 | Included in beneficial ownership footnotes. |
| Options (exercisable/unexercisable) | None disclosed for Bates | Option table shows none for Bates. |
| Hedging/pledging | Prohibited; no short sales, margin, pledging, or derivatives | Insider Trading Policy. |
| Ownership guidelines | Not disclosed | — |
Employment Terms
| Term | Detail |
|---|---|
| Start date | CFO effective June 30, 2022 . |
| Agreement term & renewal | Two-year agreement; currently described with automatic one-year extensions unless 60-day notice is given . |
| Bonus eligibility | Up to 40% of base; CEO recommendation, Board approval; goals include company and individual objectives . |
| Long-term incentives | Eligible for RSUs and other equity; initial 20,000 RSUs granted at commencement (1/3 annual vest) . |
| Severance (without cause / good reason) | 12 months of base salary; cash subsidy for group medical/dental/vision for 12 months; accrued pay/benefits per plan . |
| Non-compete | 2-year non-compete post-termination across contiguous U.S. against direct competitors . |
| Non-solicit | 12 months post-termination (employees/service providers) . |
| Confidentiality/HIPAA | Proprietary Information and HIPAA Business Associate agreements incorporated . |
| Clawback | Nasdaq Rule 5608-compliant clawback for incentive pay on financial restatements . |
| Change-in-control (equity) | If awards are not continued/assumed/replaced, all outstanding awards become fully vested and exercisable in a change-in-control . |
| 280G cutback | Payment reduced or paid in full to maximize after-tax proceeds; independent accounting firm determines . |
Company Performance Context (Pay vs Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR value of $100 investment | $(450) | $(2,715) | $167 |
| Net Income (Loss), $000s | $(424,780) | $(45,786) | $95,272 |
Investment Implications
- Alignment: Bates’ pay mix includes at-risk elements (annual bonus up to 40% of base and multi-year RSU vesting), and is subject to a formal clawback and strict insider-trading prohibitions on hedging/pledging—supporting pay-for-performance and alignment with shareholders .
- Retention and selling pressure: Material RSU vesting tranches in March 2026–2028 suggest retention incentives through those dates, but may create episodic selling pressure around vesting; note blackout and pre-clearance rules mitigate opportunistic trading .
- Downside protection and risk: Severance (12 months salary plus 12 months benefits) is moderate versus market practices, with 280G cutback to avoid excise taxes; equity does not auto-accelerate unless awards are not continued in a change-in-control, limiting windfalls and reducing pay-for-failure risk .
- Execution track record: Prior USPH tenure and public-company finance leadership underpin operational rigor; recent return to profitability in 2024 and TSR recovery provide a constructive backdrop for performance-linked incentives, though prior losses underscore execution risk in scaling and payer/operations .