Thomas T. Vo
About Thomas T. Vo
Thomas T. Vo, M.D., MBA, is Chairman and Chief Executive Officer of Nutex Health Inc., appointed April 1, 2022. He previously worked as an emergency medicine physician in Houston for over 20 years, co-led the opening of 40+ freestanding emergency departments and micro-hospitals since 2008, and has served as founder/executive officer of Nutex affiliates since 2010. He holds a B.S. from Kent State, an M.D. from NEOMED, and an MBA from Rice University; age 52 as of April 25, 2025 .
Performance context: Value of a $100 investment based on TSR was $167 in 2024; net income (loss) was $95.3M (2024), $(45.8)M (2023), and $(424.8)M (2022, including a $398.1M goodwill impairment tied to the merger) .
Board governance: Vo serves as both CEO and Chairman. The board can appoint a Lead Independent Director (LID); on Sept 2, 2025, the board appointed Michael L. Reed as LID to preside over executive sessions and act as liaison with management—mitigating dual-role concerns . He is not independent; the board’s majority is independent and all committees are fully independent .
Performance trend (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $219,294,306* | $247,646,316* | $479,948,633* |
| EBITDA ($) | $8,552,924* | $16,300,054* | $156,677,379* |
Values retrieved from S&P Global.
TSR and Net Income (loss) disclosure: Value of $100 investment $167 (2024); Net Income (loss) $95,272k (2024); $(45,786)k (2023); $(424,780)k (2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nutex Health affiliates | Founder and executive officer | Since 2010 | Built/expanded physician-aligned emergency/micro-hospital platform |
| Emergency medicine (Houston) | Physician | 20+ years | Clinical leadership and market credibility |
| Freestanding EDs/micro-hospitals | Co-founder/leader of >40 openings | Since 2008 | Rapid site rollout and operational scaling |
External Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Micro Hospital Holding LLC (MHH) | 100% owner and sole manager | Not disclosed | Holds 1,813,965 NUTX shares beneficially for Vo |
| Vo Family Limited Partnership (VFLP) | 100% sole trustee | Not disclosed | Holds 23,914 NUTX shares beneficially for Vo |
Fixed Compensation
| Year | Base salary | Notes |
|---|---|---|
| 2023 | $1,000,000 | Per employment agreement (five-year term from April 1, 2022) . |
| 2024 | $557,692 | Reflects voluntary temporary 50% reduction to $500,000 effective Feb 1, 2024 (approved Feb 8, 2024) . |
| 2025 | Restored to $1,000,000 | Effective Jan 1, 2025 per board action . |
• Target bonus %: not disclosed; bonus is discretionary per Compensation Committee .
• All other comp: $23,522 in 2024 (insurance and 401(k) match) .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Discretionary (committee-determined) | Not disclosed | Not disclosed | $500,000 | Cash, immediate . |
| RSUs (unvested at 12/31/24) | Service-based | N/A | N/A | 15,000 units (FV $475,350) | Schedule per award agreements . |
| RSUs (as of 4/23/25 beneficial ownership footnote) | Service-based | N/A | N/A | 20,000 units | 10,000 vest 50% on 3/1/2026 & 50% on 3/1/2027; 10,000 vest 1/3 each on 3/1/2026, 3/1/2027, 3/1/2028 . |
Additional design elements:
- Clawback policy adopted per Nasdaq 5608 (restatement-based recoupment) .
- Anti-hedging/pledging policy: prohibits hedging, short sales, holding in margin accounts, or pledging NUTX as collateral .
- No tax gross-ups; 280G best-net cutback provision applies .
- Equity plan prohibits repricing without shareholder approval; in a change-in-control, if awards are not assumed/continued, they fully vest (single-trigger only upon non-assumption) .
Equity Ownership & Alignment
| Holder | Shares/units | % of class | Notes |
|---|---|---|---|
| Thomas T. Vo (beneficial) | 1,857,879 | 32.88% | Includes 1,813,965 shares via MHH; 23,914 via VFLP; plus RSUs as below . |
| RSUs included in footnote (as of 4/23/25) | 20,000 | — | Two grants: 10,000 (50/50 in 2026/2027) and 10,000 (1/3 in 2026/2027/2028) . |
| Unvested stock awards (12/31/24) | 15,000 | — | Market value $475,350 at $31.69/sh on 12/30/24 . |
- Options (Vo): None disclosed outstanding at 12/31/24 .
- Pledging/hedging: Prohibited under company policy .
- Director fees: Executives on the board do not receive additional director compensation .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Five-year term from the merger closing (April 1, 2022) with annual 3% minimum raise consideration . |
| Bonus eligibility | Annual cash bonus at Compensation Committee discretion . |
| Severance (without cause/for good reason) | 3x most recent base salary plus pro-rata annual bonus for year of termination; equity per award terms . |
| Change-in-control treatment | Equity plan: if awards aren’t assumed/continued, they accelerate and become fully vested (otherwise committee discretion) . |
| Other | Confidentiality/IP assignment; benefits participation; expense reimbursement . |
Board Governance (Vo as Director)
- Service: Chairman and CEO since April 1, 2022; nominated and re-elected in 2025 .
- Independence: Not independent (officer) .
- Committees: Vo serves on none; all three committees are fully independent .
- Meetings and attendance: Board met 24 times in 2024; each director attended ≥95% of board and committee meetings .
- Lead Independent Director: Michael L. Reed appointed LID on Sept 2, 2025, overseeing executive sessions and liaison responsibilities .
- Director compensation: Executives (Vo) receive no additional board pay .
Say-on-Pay & Shareholder Signals
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Say-on-pay (advisory) | 2,556,545 | 226,342 | 16,718 | 1,116,664 |
- Equity Plan amendment (evergreen to 5% and +1.1M shares; ~20% of outstanding shares as of May 16, 2025) was approved, indicating investor support for continued equity usage, but also highlighting dilution potential .
Related Party Transactions (governance red flags to monitor)
- Physician LLCs and real estate entities owned/controlled by related parties (including Vo) are consolidated as VIEs; hospital facilities often lease from related-party real estate entities (triple-net). 2024 cash lease payments: $20.0M .
- MHH (affiliate controlled by Vo) advanced $1.4M to SE Texas ER (no stated maturity/interest) recorded in related-party payables at 12/31/24 .
- Accounts payable—related party due to Physician LLC members totaled $0.8M at 12/31/24; A/R—related party $4.3M from noncontrolling owners of consolidated hospital facilities .
- Related-party transactions are reviewed under a written policy; audit committee oversight specified .
Compensation Committee & Peer Benchmarking
- Committee: Independent directors; chaired by Cheryl Grenas; retained Mercer in 2024 for market data and peer benchmarking; no consultant conflicts disclosed .
- Philosophy: Mix of base salary, discretionary bonus, and equity; no disclosed target bonus % for CEO; company emphasizes alignment via equity; does not disclose a specific percentile target across peers .
Risk Indicators & Notable Policies
- Dual role (CEO + Chair) counterbalanced by independent committees and the appointment of a Lead Independent Director .
- Clawback policy (restatements) and robust anti-hedging/pledging restrictions enhance alignment and limit undesirable trading .
- No tax gross-ups; 280G best-net approach .
- Equity plan anti-repricing without shareholder approval; change-in-control acceleration if awards not assumed .
Investment Implications
- Alignment: Very high insider ownership (Vo ~33%) supports long-term alignment; anti-hedging/pledging and clawback policies strengthen governance .
- Incentive design: Bonus remains discretionary with no disclosed financial weightings; RSUs are service-based (time-vested), which moderates downside risk for the executive versus options; investors may prefer clearer performance-linked vehicles (e.g., PSUs with EBITDA/TSR) .
- Dilution vs retention: 2025 equity plan expansion (evergreen up to 5%) improves talent retention flexibility, but raises dilution risk—monitor grant pacing relative to performance and FCF .
- Related-party complexity: Ongoing VIE consolidations, related-party leases, and intercompany advances require continued audit scrutiny; ensure arms-length terms and cash flow discipline .
- Execution: TSR improved in 2024 with positive net income; revenues and EBITDA expanded meaningfully since 2022, but investors should track sustainability amid reimbursement, NSA arbitration, and unit growth .
- Shareholder sentiment: 2025 say-on-pay passed with solid support; nonetheless, enhancement of explicit performance metrics for annual/long-term incentives could further align pay with outcomes .
• Revenues/EBITDA values marked with an asterisk were retrieved from S&P Global.