Scott J. Saunders
About Scott J. Saunders
Scott J. Saunders, age 62, is an independent director of Nutex Health, appointed April 11, 2024. He is Managing Director and head of healthcare advisory services at Farlie Turner Gilbert & Co., LLC (since 2006), and holds a B.A. from Wesleyan University and an MPPM (now designated an MBA) from Yale School of Management . The Board determined he meets Nasdaq independence standards at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farlie Turner Gilbert & Co., LLC | Managing Director; Head of Healthcare Advisory | Since 2006 | Focus on middle-market healthcare M&A, divestitures, private placements; advisory across media, business services, industrial, consumer sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Florida | Guest Lecturer | Not disclosed | Industry lectures in healthcare M&A and financing |
| Florida International University | Guest Lecturer | Not disclosed | Industry lectures |
| University of Miami (Mgmt Dept.) | Co-taught management consulting | Not disclosed | Undergraduate and graduate instruction |
| Industry conferences | Frequent panelist | Ongoing | Topics in healthcare M&A and financing; relationships with PE, private credit, mezzanine, BDCs, selected hedge funds |
Board Governance
- Independence: Independent director under Nasdaq rules, appointed to fill a vacancy effective April 11, 2024 .
- Board/Committee attendance: In 2024 the Board met 24 times; each incumbent director attended ≥95% of Board and committee meetings during their service period .
- Leadership structure: CEO (Dr. Vo) serves as Chair; the Board may appoint a Lead Independent Director, but none is identified in the proxy .
- Committee memberships (current composition covering FY2024 activity):
- Audit Committee: Member (Chair: Mitchell Creem; Audit met 12 times in 2024) .
- Compensation Committee: Member (Chair: Cheryl Grenas) .
- Nominating & Governance Committee: Member (Chair: Michael Reed; N&G met 3 times in 2024) .
| Committee | Member | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 12 |
| Compensation | Yes | No | Not disclosed |
| Nominating & Governance | Yes | No | 3 |
- D&O protection: Company maintains D&O insurance and indemnification agreements with directors .
- Board service limits: Policy notes sensitivity to potential overboarding; the Board evaluates directors’ external obligations .
Fixed Compensation
Program structure (non-executive directors):
- Annual cash retainer: $150,000; paid monthly .
- Committee chair additional annual retainers (FY2024): Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $15,000 .
FY2024 cash actually paid (prorated for partial-year service):
| Director | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Scott J. Saunders | 107,955 | — (none) | 107,955 |
Notes:
- Appointment in April 2024 drives proration of cash fees .
Performance Compensation
- Equity awards policy: The company may grant annual equity awards to non-executive directors in RSUs or common stock that fully vest one year after grant, subject to continued service; actual awards determined by the Compensation Committee .
- FY2024 actuals: No stock awards reported for any non-executive director, including Saunders (Stock Awards = —) .
- Performance metrics: The proxy does not disclose performance metrics tied to director compensation (director equity, when granted, is time-based per program description) .
| Component | Design | FY2024 Saunders Actual |
|---|---|---|
| Equity (RSUs/common stock) | May grant annually; 1-year vest | $0 stock awards reported |
| Performance conditions | Not disclosed for directors | Not applicable |
Other Directorships & Interlocks
- The director biography and nominee information do not list other current public company directorships for Mr. Saunders; no interlocks are identified in the materials reviewed .
Expertise & Qualifications
- 30+ years advising middle-market companies, with emphasis on healthcare M&A, divestitures, financing; exposure to distressed situations .
- Deep network with private equity, private credit, mezzanine, BDCs, and selected hedge funds .
- Academic credentials: B.A. (Wesleyan), MPPM/MBA (Yale SOM) .
- Not designated the audit committee financial expert (that designation is held by Audit Chair Mitchell Creem) .
Equity Ownership
As reported in company filings:
| Metric | As of Apr 22, 2024 | As of Apr 23, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 0 | 0 |
| Ownership (% of class) | <1% (denoted “*”) | <1% (denoted “*”) |
Notes:
- Security ownership exhibits do not show RSUs or options attributable to Mr. Saunders within 60 days; no beneficial holdings reported .
Governance Assessment
Strengths
- Independent director serving on all three key committees, supporting board oversight breadth .
- High engagement: ≥95% attendance in 2024 across Board and committees .
- No related-party ties disclosed at appointment (no family relationships; no Item 404(a) transactions) .
- Clear D&O indemnification and insurance disclosures .
- Board policy acknowledges and monitors overboarding risk .
Potential Flags and Watch Items
- RED FLAG: No beneficial ownership reported as of April 23, 2025; ownership alignment may be limited absent equity grants .
- RED FLAG: 2024 compensation for Saunders was 100% cash (no stock awards), which can weaken alignment if persistent; monitor future equity grant practices for directors .
- Board leadership remains combined CEO/Chair and no named Lead Independent Director in the proxy, which concentrates authority; offset depends on committee effectiveness and independent director engagement .
Quoted disclosures
- “The Board has determined that Mr. Saunders satisfies the current ‘independent director’ standards...” and “no... material interest in any transaction required to be disclosed pursuant to Item 404(a)” .
- “During 2024, each of our incumbent directors attended... 95% or more...” .