Warren Hosseinion
About Warren Hosseinion
Warren Hosseinion, M.D., is President and a Director of Nutex Health Inc. He has served as President since April 2022 and is not an independent director given his officer role . He is age 53 (as of April 25, 2025), with a B.S. in Biology (University of San Francisco), M.S. in Physiology & Biophysics (Georgetown), M.D. (Georgetown), and internal medicine residency at LA County–USC Medical Center . Company performance highlights during his tenure include 2023 revenue of $247.6M (+13% YoY) and hospital division operating income rising to $36.3M (+142% YoY), with 1Q24 revenue of $67.5M (+20% YoY) and positive operating cash flow; company cumulative TSR value per $100 investment reached $167 in 2024 per pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clinigence Holdings, Inc. (now Nutex Health Inc.) | Chief Executive Officer; Chairman of the Board | 2019–2022 | Led public-company operations pre-merger; experience in physician-centric, technology-enabled healthcare and public markets . |
| Apollo Medical Holdings, Inc. (Nasdaq: AMEH) | Co-Founder; CEO; Co-CEO; Director | 2008–2019 | Built physician-centric, risk-bearing integrated platform enabling providers in value-based care arrangements . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardio Diagnostics Holdings, Inc. (Nasdaq: CDIO) | Non-Executive Chairman | Oct 2022–present | Governance oversight of AI-driven genetic-epigenetic diagnostics for cardiovascular disease . |
Board Governance (service history, committees, independence)
- Board service: Director since April 2022; not independent due to officer status .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Governance committees; those committees comprise independent directors .
- Board attendance: In 2024, each incumbent director attended or participated in ≥95% of Board and committee meetings .
- Dual-role implications: CEO is also Chairman (combined roles), while Hosseinion is President and Director; the Board appointed a Lead Independent Director (Michael L. Reed) in Sept 2025 to strengthen independent oversight and executive session leadership .
Fixed Compensation
Multi-year NEO compensation for Warren Hosseinion:
| Metric | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 711,537 | 755,100 |
| Stock Awards | — | 61,163 |
| Bonus | — | 377,500 |
| All Other Compensation | 24,489 | 49,669 |
| Total | 736,026 | 1,243,432 |
Compensation framework: annual base salary set at $750,000 in his employment agreement (minimum 3% annual increase, reviewed annually); eligible for annual cash bonus at Board discretion; participates in long-term incentive plans .
Performance Compensation
- Annual cash bonus: Discretionary (no disclosed formula/metrics); $377,500 awarded for 2024 performance (paid March 2025) .
- Equity awards: RSUs granted and time-based vesting; significant vesting completed in 2022 (859,779 shares vested; grant-date value $1,960,228) and new RSU grants in 2024 (aggregate company grants; individual RSU holdings detailed below) .
- Options: Outstanding legacy options with strikes above recent market price; see vesting/expiration details below .
- Clawback: Nasdaq Rule 5608-compliant compensation recovery policy covering incentive-based pay tied to financial reporting measures .
- Hedging/pledging: Prohibited—no short sales, derivatives, margin accounts, or pledging of company securities .
Performance plan mechanics (no formal metric weights disclosed):
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Discretionary (Board-determined) | Not disclosed | Not disclosed | $377,500 for 2024 | N/A (cash) |
| RSUs | Time-based service vesting | N/A | N/A | Grant-date fair value $61,163 (2024) | Scheduled dates 2026–2028; details below |
| Stock Options | N/A (service vesting completed on older grants) | N/A | N/A | Out-of-the-money vs $31.69 price (12/30/2024) | Expirations 2027–2031 |
Change-in-control equity treatment: If awards are not continued/assumed/replaced, they become fully vested and exercisable at transaction close; otherwise committee has discretion on adjustments (no general automatic acceleration for all awards) .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Total beneficial ownership | 30,329 shares; <1% of outstanding . |
| RSUs unvested | 7,551 RSUs vest 50% on Mar 1, 2026 and 50% on Mar 1, 2027; 7,551 RSUs vest one-third on Mar 1, 2026, 2027, 2028 . |
| Stock options (exercisable; strikes; expirations) | 334 @ $225.00 exp 1/27/2030; 667 @ $225.00 exp 5/11/2027; 4,000 @ $241.50 exp 1/28/2031; 5,732 @ $412.50 exp 9/9/2031 . |
| In-the-money value (12/30/2024 close $31.69) | $0 (all strikes above market) . |
| Pledging/Hedging | Prohibited by policy; no pledging or hedging allowed . |
| Ownership guidelines | Not disclosed for executives; director compensation guidelines noted separately; officers on Board receive no director pay . |
Vesting schedule visibility suggests RSU tranche dates in 2026–2028, creating predictable potential liquidity events (subject to blackout and pre-clearance) .
Employment Terms
| Term | Provision |
|---|---|
| Role & start | President; effective April 1, 2022 . |
| Agreement term | Five-year term post-merger (through 2027), annual base salary review with minimum 3% annual increase . |
| Base salary | $750,000 (agreement); actual 2024 salary paid $755,100 . |
| Annual bonus | Eligible; discretionary as determined by Board . |
| Long-term incentives | Eligible to participate in company LTI plans . |
| Severance (without cause / good reason) | Cash payment equal to 2× most recent base salary + 12 months of medical/dental/vision premium amounts . |
| Change-in-control | No explicit cash COC multiple disclosed; equity acceleration only if awards not assumed (see plan) . |
| Clawback; insider trading | Clawback policy for financial-restatement events; strict insider trading policy with blackout/pre-clearance and hedging/pledging prohibitions . |
| Non-compete / non-solicit | Not disclosed in proxy summary; confidentiality and IP assignment provisions present . |
| Tax gross-ups (280G) | Company-level disclosure indicates “best-of” cutback vs full payment to maximize after-tax outcome; a 2023 filing references a tax gross-up clause in his employment agreement in connection with option cancellation to avoid 4999 excise tax exposure . |
Performance & Track Record
- Public-company operating metrics: Fiscal 2023 revenue $247.6M (+13% YoY) and adjusted EBITDA $10.8M; hospital division operating income $36.3M (+142% YoY) . 1Q24 revenue $67.5M (+20% YoY), EBITDA $7.1M, adjusted EBITDA $4.6M, and net cash from operations $3.1M .
- Strategic initiatives and execution: Expansion of IPAs (e.g., Florida acquisition adding ~4,400 managed care patients and ~112 PCPs) and continued micro-hospital growth; management commentary emphasizes operational improvements and NSA/IDR reimbursement navigation .
- Pay-versus-performance context: Company-reported cumulative TSR value per initial $100 investment reached $167 for 2024; net income/loss figures disclosed in pay-versus-performance table (company-level) .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee composed of independent directors; chaired by Cheryl Grenas; CEO attends meetings for recommendations but is not present for his own pay decisions .
- Consultant use: Mercer retained in FY2024 to advise on peer group and market practices; company states no conflicts of interest .
- Program design: Predominantly base salary, annual cash bonus, and annual equity awards; committee targets competitive, performance-aligned total compensation while mitigating excessive risk-taking .
Director Compensation (for director role)
- Officer-director policy: Management members on the Board (including Hosseinion) receive no additional Board compensation .
- Non-executive director program (reference): Annual cash retainer $150,000; committee chair retainers (Audit $20,000; Compensation $15,000; Nominating & Governance $15,000); annual RSU/common stock grants vest after one year .
Other Directorships & Interlocks
- Current public company board: Non-Executive Chairman, Cardio Diagnostics Holdings, Inc. (CDIO) .
- Prior public company board: Apollo Medical Holdings, Inc. (AMEH) Director through March 2019 .
- Potential conflicts: No specific related-party transactions disclosed for Hosseinion; company related-party transactions primarily involve entities affiliated with CEO Thomas Vo (physician LLCs and real estate entities) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strict pre-clearance and blackout policy reduces risk of misaligned hedging behaviors .
- Clawback policy compliant with Nasdaq Rule 5608 .
- Options are out-of-the-money (no near-term exercise pressure); RSU vesting dates known (2026–2028) .
- Litigation environment: Multiple investor-law-firm press releases announced securities class actions against the company in Oct 2025; the company issued a corporate update (see filings/press releases list) [23] [24] (press releases listed; specific allegations not summarized here).
Compensation Structure Analysis (signals)
- 2024 vs 2023 mix: Material increase in cash bonus and modest stock awards in 2024 vs 2023 (which had no bonus/stock awards for Hosseinion), indicating increased short-term cash component and renewed equity grants .
- Equity changes: 2022 saw large RSU vesting; outstanding options are far OTM; RSUs now time-based vesting—lower performance contingency risk vs PSUs .
- Governance mitigants: Clawback, independent committee oversight, and prohibition on repricing of options/SARs without shareholder approval .
Equity Ownership & Vesting Detail
| Category | Count/Value | Dates/Notes |
|---|---|---|
| Beneficial ownership | 30,329 shares; <1% | Includes options and RSUs described below . |
| RSUs tranche A | 7,551 | 50% vest 3/1/2026; 50% vest 3/1/2027 . |
| RSUs tranche B | 7,551 | 1/3 vest each: 3/1/2026, 3/1/2027, 3/1/2028 . |
| Options @ $225.00 | 334; 667 | Expire 1/27/2030; 5/11/2027 . |
| Options @ $241.50 | 4,000 | Expire 1/28/2031 . |
| Options @ $412.50 | 5,732 | Expire 9/9/2031 . |
| In-the-money value | $0 | Market $31.69 on 12/30/2024 vs strikes . |
Investment Implications
- Alignment: Time-based RSU schedules and meaningful officer share ownership support retention, but absence of disclosed quantitative bonus metrics indicates higher discretion risk in pay-for-performance alignment .
- Selling pressure: Options are deeply out-of-the-money, reducing near-term exercise-driven sales; RSU vestings in 2026–2028 may create periodic liquidity, controlled by blackout/pre-clearance rules .
- Retention & COC economics: Severance of 2× salary plus 12 months benefits is moderate vs market and not explicitly tied to change-of-control; equity accelerates only if not assumed, limiting windfalls and aligning with transaction continuity .
- Governance: Dual role (officer + director) is counterbalanced by independent committees, high attendance, and appointment of a Lead Independent Director; combined CEO/Chair structure persists and should be monitored for oversight robustness .
- Performance lens: Recent financial improvements (revenue growth, adjusted EBITDA, cash generation) provide positive operating signals; continued scrutiny warranted given restatements and litigation headlines in 2025 [7] [8] [9].