Pamela Montgomery
About Pamela Montgomery
Pamela W. Montgomery, ESQ., LLM., MSN, BSN, RN, is Chief Legal Officer — Healthcare and Corporate Secretary of Nutex Health Inc., appointed effective upon completion of the merger on April 1, 2022; she is 68 years old per the 2025 proxy and has served as the company’s General Counsel for affiliated entities since 2017 before assuming her current role . Her background includes an LLM in Health Law and prior clinical/legal credentials (MSN, BSN, RN), and she previously practiced privately representing physicians and hospitals in litigation, mergers, and licensure matters from 2011–2017 . The proxies do not disclose TSR, revenue growth, or EBITDA growth metrics tied to her individual performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nutex Health Inc. | Chief Legal Officer — Healthcare; Corporate Secretary | 2022–present | Oversees healthcare legal matters; Corporate Secretary duties; appointed upon merger close (Apr 1, 2022) . |
| Nutex Health, LLC and affiliates | General Counsel | 2017–2022 | Led legal function across affiliates prior to public-company role . |
| Private practice (health law) | Attorney | 2011–2017 | Represented physicians/hospitals in litigation, mergers, and before state licensure boards . |
External Roles
- No public company board roles are disclosed for Ms. Montgomery in the executive officer sections of the 2024 and 2025 proxies .
Fixed Compensation
| Component | Terms/Amount | Source |
|---|---|---|
| Base Salary | $250,000 per year (employment agreement effective Aug 8, 2022) . 2022 annual base salaries list also shows $250,000 for Ms. Montgomery . | |
| 2022 Salary Paid | $247,596 (2022) . | |
| Other Cash/Benefits | 2022 “All Other Compensation” $15,259 (health/dental/life, 401k match) . |
Performance Compensation
| Incentive Type | Metric | Target | Actual/Payout | Vesting/Timing | Source |
|---|---|---|---|---|---|
| Annual Cash Bonus (discretionary) | Discretionary (CEO/Board) | Not specified | Eligible per agreement; no formula disclosed . | Annual, discretionary . | |
| Merger-related Bonus | Transaction completion | Not specified | $12,500 paid in 2022 (CLO–Healthcare) . | Paid in 2022 . | |
| Stock Options | — | — | None awarded/none outstanding as of 12/31/2022 . | — | |
| RSUs (unvested schedules disclosed in 2025 proxy) | Service-based vesting | Not specified | Awards outstanding with specific vesting below | 2026–2028 schedule below |
Multi‑Year Compensation (disclosed years)
| Year | Salary ($) | Bonus ($) | Stock ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 247,596 | 12,500 | 0 | 0 | 15,259 | 275,355 |
| 2021 | 143,872 | 86,402 | 0 | 0 | 14,034 | 244,308 |
| 2020 | 143,872 | 62,018 | 0 | 0 | 8,786 | 214,676 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (May 18, 2023) | 49,505 shares; less than 1% . |
| Beneficial Ownership (Apr 23, 2025; post-2024 reverse stock splits) | 6,371 shares; less than 1% of 5,565,679 shares outstanding . |
| Outstanding Options (12/31/2022) | None (no exercisable or unexercisable options; no RSUs unvested) . |
| Unvested RSUs and Vesting Schedule (as disclosed in 2025 proxy) | 2,500 RSUs vest 50% on Mar 1, 2026 and 50% on Mar 1, 2027; and 2,500 RSUs vest in three equal installments on Mar 1, 2026, Mar 1, 2027, and Mar 1, 2028 . |
| Hedging/Pledging | Company policy prohibits hedging via derivatives/structured products; no pledging provision is stated in the cited excerpts . |
Employment Terms
| Term | Details | Source |
|---|---|---|
| Agreement Effective Date/Role | Employment agreement effective Aug 8, 2022; Chief Legal Officer — Healthcare; two‑year term with two‑year renewal following merger completion . | |
| Appointment/Tenure | Appointed CLO (Healthcare) and Corporate Secretary effective April 1, 2022 (merger close) . | |
| Base Salary & Bonus Eligibility | Base salary $250,000; eligible for annual discretionary bonus (CEO/Board) . | |
| Severance (No Cause/Good Reason) | 12 months of most recent base salary, any earned but unpaid annual bonus, equity per award terms, and cash equal to company-paid medical/dental/vision premiums for 12 months (paid over 12 months) . | |
| Illustrative Termination Values (as of 12/31/2022) | Salary/other cash $250,000; bonus $0; stock options $0; RSUs $0; health/dental $30,600; total $280,600 . | |
| Change in Control (equity plan treatment) | Under the 2023 Plan, if awards are not continued/assumed/replaced by the acquirer, all outstanding awards become fully vested/exercisable in connection with the transaction . | |
| Clawback | 2023 proxy: excess incentive comp subject to recovery in restatement involving intentional misconduct/fraud; company intended to update per Nasdaq rules . 2024/2025 proxies: Clawback adopted per Nasdaq Listing Rule 5608; no‑fault recovery of erroneously awarded incentive comp upon restatement . | |
| Tax Gross‑Ups | None in 2024 . | |
| Trading Policy | Prohibits hedging transactions (e.g., collars, swaps, exchange funds) by officers/directors/employees . |
Investment Implications
- Alignment and retention: Compensation for Ms. Montgomery historically skewed toward fixed pay with a small transaction bonus in 2022; more recently she received time-vested RSUs with vesting through 2028, which provides retention hooks but lacks explicit performance metrics, indicating moderate alignment through service-based equity rather than outcome-based pay .
- Severance and deal dynamics: Severance equals 12 months of base salary plus 12 months of medical benefits, and the 2023 equity plan provides for vesting on a change in control if awards are not assumed—together implying limited cash separation cost but potential equity acceleration considerations in sale scenarios .
- Ownership/pressure signals: Her reported beneficial ownership is below 1% with defined RSU vest calendars (2026–2028); company policy prohibits hedging, which reduces misalignment risk; no option overhang and no tax gross-ups reported for 2024 mitigate governance red flags .
Overall: From an investor’s perspective, Ms. Montgomery’s incentives are primarily service-based with modest equity exposure and standard “smaller reporting company” severance. The absence of disclosed performance-weighted incentives and limited ownership suggest lower direct pay-for-performance sensitivity at the individual level, while the RSU vesting cadence and no-fault clawback enhance retention and compliance alignment .