Michael Chang
About Michael Chang
Michael Chang, MD, 54, is Chief Medical Officer of Nutex Health, appointed effective April 1, 2022. He founded Tyvan LLC (medical billing) in 2012; co‑founded Neighbors Emergency Center (full‑service ER) with executive leadership roles; founded “Hope Restored” detox/rehab within Nutex/SE Texas Hospital; and founded Synergy Wellness in 2018, focusing on wellness and mental health . Company performance during his tenure shows improving cumulative TSR and a swing from large losses toward profitability by 2024, per pay‑versus‑performance disclosure .
Company Performance (context for pay-for-performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $ (450) | $ (2,715) | $167 |
| Net Income (Loss) ($000s) | $(424,780) | $(45,786) | $95,272 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neighbors Emergency Center | Co‑founder; Executive Director (practice management); Chairman of the Board | ~2008–2018+ | Built licensed/accredited full‑service ER network in greater Houston |
| Tyvan LLC | Principal (medical billing company; later wholly owned subsidiary of Nutex post‑merger) | 2012–present | Revenue cycle/billing capabilities integrated into Nutex |
| “Hope Restored” (within Nutex/SE Texas Hospital) | Founder; Medical Director | 2018+ | Detox/rehab program expansion in affiliated hospital |
| Synergy Wellness | Founder | 2018+ | Wellness and mental health services initiative |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tyvan LLC | Principal | 2012–present | Medical billing; became Nutex subsidiary in merger |
| Synergy Wellness | Founder | 2018–present | Separate business in wellness/mental health |
Fixed Compensation
- Compensation specifics (base salary, target bonus, actual bonus) for Michael Chang are not disclosed in 2024–2025 proxy NEO tables. An Employment Agreement dated Sept 9, 2022 and an Amendment dated Jan 31, 2024 exist, providing contractual terms, but detailed amounts were not summarized in filings we reviewed .
- Company-wide executive comp programs consist of base salary, annual cash bonus, and annual equity awards; design intent is to align pay with performance and retain talent .
Performance Compensation
Equity Awards and Vesting (individual)
| Award Type | Grant Detail | Vesting Schedule | Status |
|---|---|---|---|
| RSUs | 2,500 units | 1/2 vest on Mar 1, 2026; 1/2 vest on Mar 1, 2027 | Unvested |
| RSUs | 2,500 units | 1/3 vest on Mar 1, 2026; 1/3 on Mar 1, 2027; 1/3 on Mar 1, 2028 | Unvested |
Company Equity Plan Structure (context)
- 2023 Equity Incentive Plan amended in 2025 to add 1,100,000 shares and adopt a 5% annual “evergreen” increase, approved by stockholders on July 14, 2025; objective is broad‑based retention/alignment across workforce .
- RSU grants to employees generally vest one‑third annually over three years (illustrative 2024 and 2025 cycles) .
Equity Ownership & Alignment
| Metric | As of Apr 22, 2024 | As of Apr 23, 2025 |
|---|---|---|
| Beneficial Shares | 800,568 | 86,041 |
| Ownership % of Common | 1.61% | 1.55% |
| Direct/Indirect Holder | Michael Chang PLLC (beneficial owner) | Michael Chang PLLC (beneficial owner) |
| Unvested RSUs (detail) | 3,300 RSUs vesting Mar 1, 2025 (company CFO shown for comparison; Chang’s RSUs not listed at 12/31/2023) | 2,500 RSUs (2026/27 schedule); 2,500 RSUs (2026/27/28 schedule) |
- Hedging/pledging: Nutex prohibits pledging/margin accounts and speculative/hedging transactions for officers; transactions require pre‑clearance and are restricted during blackout periods .
- Stock ownership guidelines: Not disclosed in the proxy materials reviewed; compliance status not disclosed.
Employment Terms
- Employment Agreement between Nutex Health Inc. and Michael Chang dated Sept 9, 2022; Amendment dated Jan 31, 2024. Specific base salary, bonus targets, severance, and change‑of‑control terms were not summarized in the 10‑K/A body; the exhibits are listed as filed .
- Company clawback policy (Nasdaq 5608 compliant) requires recovery of incentive compensation in the event of an accounting restatement, regardless of executive knowledge/responsibility .
- Insider trading policy requires pre‑clearance, prohibits short sales, hedging, margin, and pledging .
Investment Implications
- Alignment: Chang holds a meaningful equity stake (1.55% as of Apr 2025) and has multi‑year RSU vesting through 2028, creating retention incentives and alignment with TSR improvements disclosed in pay‑versus‑performance .
- Dilution risk vs. talent retention: The 2025 Plan amendment substantially increases potential equity issuance (1.1M shares plus 5% evergreen), supporting retention but increasing dilution capacity—investors should monitor grant pacing and governance controls .
- Selling pressure: No pledging allowed; vesting schedules extend over 2026–2028, which could create periodic sell‑down windows if RSUs settle—watch Form 4 filings around March 1 annually .
- Execution profile: Background in ER operations, billing, and program build‑outs (detox/wellness) matches Nutex’s micro‑hospital and service expansion strategy, reducing execution risk in clinical operations/billing integration .
- Governance and risk controls: Formal clawback and insider trading policies mitigate adverse incentive behaviors; board committees oversee pay and risk, with Mercer engaged for market benchmarking .