Kelvin Spears
About Kelvin Spears
Kelvin Spears, M.D. (age 63) is a director of Nutex Health Inc., serving on the Board since April 1, 2024. He is board certified in Emergency Medicine, completed an emergency medicine residency and a fellowship in Critical Care at Martin Luther King Jr./Charles R. Drew University in Los Angeles, holds an M.D. from Meharry Medical College, and a B.S. in Chemistry from Dillard University. Dr. Spears has over 32 years of practice as an emergency medicine physician and serves as Physician Partner, Chief Medical Director, and ED Director at Alexandria Emergency Hospital, a Nutex-affiliated hospital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexandria Emergency Hospital (NUTX affiliate) | Physician Partner, Chief Medical Director, ED Director | Since 2017 | Operational leadership of ED; affiliate alignment |
| Christus St. Frances Cabrini Hospital (Alexandria, LA) | Emergency Department Director | 2014–2017 | ED leadership overseeing ~45,000 annual visits |
| Contract Management Group SMD; Envision; Sound | Emergency Department Director | 2014–2017 | ED leadership across managed groups |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Alexandria Fire Department | EMS Medical Director | Current | EMS protocols/oversight |
| Pineville Fire Department | EMS Medical Director | Current | EMS protocols/oversight |
| Cotile Fire Department | EMS Medical Director | Current | EMS protocols/oversight |
| Central Louisiana Bureau EMS | EMS Medical Director | Current | EMS protocols/oversight |
| Kisatchie Forest / U.S. Forest Service | EMS Medical Director | Current | EMS protocols/oversight |
| Rapides Parish School | EMS Medical Director | Current | EMS protocols/oversight |
Board Governance
- Independence: Not independent. The Board determined Dr. Spears is not independent due to his role since 2017 as Physician Partner, Chief Medical Director, and ED Director at Alexandria Emergency Hospital, a hospital affiliate of Nutex.
- Committees: No committee assignments (Audit, Compensation, Nominating & Corporate Governance) in 2024/2025.
- Attendance and engagement: The Board met 24 times in 2024; each incumbent director attended or participated telephonically in 95%+ of aggregate Board and applicable committee meetings.
- Board leadership: CEO serves as Chair; no lead independent director disclosed.
| Committee | Membership | Chair |
|---|---|---|
| Audit Committee | Not a member | Mitchell Creem |
| Compensation Committee | Not a member | Cheryl Grenas |
| Nominating & Governance Committee | Not a member | Michael Reed |
Fixed Compensation
| Component | Policy / Amount | Dr. Spears – 2024 Disclosure |
|---|---|---|
| Annual cash retainer (non-executive directors) | $150,000 per year (paid monthly) | Not listed among 2024 non-executive director cash recipients |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating: $15,000 (annual) | Not applicable (not a chair) |
| Meeting fees | Not disclosed | Not disclosed |
Note: The 2024 director cash compensation disclosed covered Mitchell Creem ($169,160), Cheryl Grenas ($162,500), Michael Reed ($165,000), and Scott Saunders ($107,955); Dr. Spears was not included in the cash compensation table.
Performance Compensation
| Award Type | Grant / Units | Vesting | Notes |
|---|---|---|---|
| RSUs | 286 units | 50% on March 1, 2026; 50% on March 1, 2027 | Unvested; time-based vesting |
| RSUs | 120 units | 1/3 each on March 1, 2026; March 1, 2027; March 1, 2028 | Unvested; time-based vesting |
- Director equity program: Nutex may grant annual equity (RSUs or common stock) to non-executive directors that fully vest one year after grant, subject to continued service; Dr. Spears’ RSU tranches have multi-year vesting schedules.
- Performance metrics: No performance-based metrics (e.g., revenue, EBITDA, TSR) disclosed for director equity; awards described are service-vesting/time-based.
Other Directorships & Interlocks
| Company / Organization | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No other public company directorships disclosed in biography. |
| Alexandria Emergency Hospital | Nutex affiliate | Physician Partner/Medical Director/ED Director | Affiliation contributed to non-independence classification. |
Expertise & Qualifications
- Emergency Medicine board certification; Fellow of the American College of Emergency Physicians.
- Over 32 years of emergency medicine practice; leadership of ED operations; broad EMS medical director responsibilities across multiple agencies.
- Advanced training: EM residency and Critical Care fellowship at MLK Jr./Charles R. Drew University; M.D. from Meharry; B.S. Chemistry from Dillard.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kelvin Spears (Director) | 32,432 | <1% | Includes RSUs detailed below; company had 5,565,679 shares outstanding as of April 23, 2025. |
| Unvested RSUs | Vesting Schedule | Status |
|---|---|---|
| 286 | 50% on 3/1/2026; 50% on 3/1/2027 | Unvested |
| 120 | 1/3 on 3/1/2026; 1/3 on 3/1/2027; 1/3 on 3/1/2028 | Unvested |
- Hedging/pledging: Company Insider Trading and Securities Trading Policies prohibit hedging, short sales, margin accounts, and pledging of company securities. No pledging by directors is permitted.
- Director stock ownership guidelines: Not disclosed.
Governance Assessment
- Independence and conflicts: Dr. Spears is not independent due to his executive/partner role at a Nutex-affiliated hospital, creating potential conflicts in related-party matters (e.g., hospital operations, physician LLC relationships, real estate leases with entities affiliated to physician groups). The proxy details significant related-party transactions with physician-affiliated LLCs and real estate entities, underscoring oversight sensitivity.
- Committee influence: No committee memberships; thus limited direct role in Audit, Compensation, or Nominating oversight, which can reduce direct governance influence on key risk and pay decisions.
- Attendance: Board attendance was strong overall (95%+), supporting engagement.
- Director pay optics: Not listed among cash-compensated non-executive directors in 2024; equity holdings are modest with time-based RSUs, which aligns pay more with service continuity than performance.
- Equity plan dilution risk: The Board proposed increasing the 2023 Equity Incentive Plan reserve by 1,100,000 shares and establishing a 5% annual “evergreen,” which represents approximately 20% of outstanding shares as of May 16, 2025, creating dilution risk; directors are eligible participants, making plan governance salient.
RED FLAGS
- Not independent due to ongoing leadership at a Nutex-affiliated hospital (direct related-party exposure).
- Extensive related-party transactions with physician-affiliated entities and real estate entities across the hospital network; board oversight of these arrangements is critical to investor confidence.
- Significant proposed expansion of equity plan share reserve and evergreen increases (potential dilution).
POSITIVE SIGNALS
- Strong Board attendance (95%+).
- Anti-hedging and anti-pledging policies; adoption of a clawback policy compliant with Nasdaq Listing Rule 5608.
- Use of independent compensation consultant (Mercer) for executive compensation benchmarking; no conflicts disclosed.