Michael L. Reed
About Michael L. Reed
Independent director of Nutex Health Inc. since April 1, 2022; age 66; chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. Background spans hospital operations, emergency medicine services, value-based care, and physician practice management; holds a B.S. in Health Services Management (California State University) and an MPH (UCLA). The board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent consultant (healthcare ops, emergency medicine, risk-based payer/value-based care, physician practice ops) | Principal | Since Jan 2018 | Advisory across operations and contracting |
| The Oncology Institute (value‑based oncology care company) | SVP, Business Development & Strategic Partnerships | Jan 2019 – Jan 2020 | Strategic partnerships, growth |
| Turtle Peak Customer Service, LLC | Chief Executive Officer | Apr 2018 – Dec 2018 | Leadership of customer service firm |
| NueHealth, LLC (developer/investor in lower‑cost healthcare centers) | Senior Advisor | Since Aug 2017 | Strategic advisory |
| TeamHealth – Hospital Medicine division (formerly public; acquired by Blackstone in 2017) | President & CEO | Jul 2009 – Oct 2013 | Led hospitalist division operations |
| Pinnacle Health System | Chief Operating Officer | Dec 2001 – Nov 2004 | System operations leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NueHealth, LLC | Senior Advisor | Ongoing since Aug 2017 | Privately held healthcare developer/investor |
Board Governance
- Independence: Board affirms Reed qualifies as independent under Nasdaq and SEC criteria .
- Committee leadership and assignments:
- Chair: Nominating & Corporate Governance Committee
- Member: Audit Committee; Compensation Committee
- Board activity and attendance: Board met 24 times in 2024; each incumbent director attended ≥95% of combined board and committee meetings (applies to Reed as an incumbent) .
- Board leadership: CEO also serves as Chair; board may appoint a lead independent director (not specified as appointed) .
- Anti‑hedging/pledging: Directors are prohibited from hedging, short sales, margin accounts, or pledging company stock .
- Clawback: Company has a Nasdaq‑compliant incentive compensation recovery (clawback) policy .
| Governance Detail | Value |
|---|---|
| Service start date | Apr 1, 2022 |
| Independence | Independent (Nasdaq Rule 5605; Rule 10A‑3) |
| 2024 Board meetings | 24 |
| 2024 Attendance | ≥95% for all incumbent directors |
| Committees (2025 slate) | Audit (Member); Compensation (Member); Nominating & Corporate Governance (Chair) |
Fixed Compensation
| Component (Directors) | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Paid monthly |
| Committee chair retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $15,000 | Prorated for partial year |
| Meeting fees | Not disclosed | — |
| Director (2024) | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael L. Reed | 165,000 | — | 165,000 |
Performance Compensation
| Element | Details |
|---|---|
| Annual equity grants (policy) | Company may grant annual RSUs or common stock to non‑executive directors; awards typically vest in full one year after grant, subject to service |
| 2024 director stock awards | No stock awards to Reed in 2024 (stock awards $0 in table) |
| Performance metrics for directors | None disclosed; director equity (when granted) vests time‑based, not performance‑based |
Other Directorships & Interlocks
No current public company directorships or disclosed interlocks for Reed in the director biography; the section provides career roles but does not list other public boards for Reed .
Expertise & Qualifications
- Domain: Emergency medicine systems, hospitalist operations, value‑based care, risk‑based payer contracts, physician practice management .
- Education: B.S. Health Services Management (California State University); MPH (UCLA) .
- Board skill contribution: Governance chair; experience enhances oversight of operations, clinical services, and value‑based strategies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Form | Notes |
|---|---|---|---|---|
| Michael L. Reed | 67 | <1% | Michael L Reed Trust IRA; Reed sole trustee | As of Apr 23, 2025; outstanding shares 5,565,679 |
| Company anti‑pledging policy | Prohibits pledging, margin, hedging by directors | Applies to all directors |
Vested vs. unvested, options, or RSUs specific to Reed are not disclosed in the beneficial ownership footnote beyond the 67 shares held via MLRTIRA .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; serves on Audit and Compensation, indicating broad governance involvement. Attendance threshold met (≥95% for incumbents). Company has anti‑hedging/pledging and clawback policies, supporting alignment and risk control .
- Alignment considerations: Beneficial ownership is minimal at 67 shares (<1% of class), and 2024 director equity awards for Reed were $0, implying limited equity‑based alignment in 2024; director pay for Reed was cash‑heavy at $165,000 (retainer plus committee chair) .
- Conflicts/related-party exposure: Proxy’s related‑party transactions center on the CEO and affiliated entities; none are attributed to Reed. Board affirms Reed’s independence under Nasdaq standards .
Potential Red Flags (none identified for Reed)
- No disclosed related‑party transactions, hedging/pledging is prohibited, and attendance thresholds were met. Company‑level related‑party structures (physician LLCs/real estate entities tied to CEO) exist but are not associated with Reed per proxy disclosures .