Cornelis Wesdorp
About Cornelis Wesdorp
Cornelis “Kees” Wesdorp, 48, is President and Chief Executive Officer of RadNet’s Digital Health division (eRAD and AI businesses), serving as an executive officer since 2024; he holds a Master’s in Physics (University of Amsterdam) and a PhD in Experimental Atomic Physics (Vrije University, Amsterdam) . Prior roles include senior leadership at Philips’ multi‑billion euro Precision Diagnosis division (executive committee), private equity operating roles at Bain Capital and Hellman & Friedman, NXP Semiconductors operations, and McKinsey . Company performance context for incentive alignment: FY2024 revenue was $1.83B (+13.2% YoY) and income from operations $104.6M (+6% YoY) ; the pay-versus-performance table shows a value of $344.04 for a $100 TSR baseline for the measurement period in 2024 and Adjusted EBITDA of $279.46M used as a key compensation metric .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hellman & Friedman (London) | Managing Director; co-led EU Operations | 2023–2024 | Led transformation initiatives across portfolio companies; senior operating leadership . |
| Philips (Amsterdam) | EVP Diagnostic Imaging (2017–2019); Executive Committee member leading Precision Diagnosis (CT/MR/dXR/Ultrasound/Diagnostic Informatics) (2020–2022) | 2017–2022 | End‑to‑end responsibility over imaging systems and informatics; AI commercialization experience . |
| Bain Capital (London) | Executive Vice President; operating partner | 2011–2016 | Drove transformations at portfolio companies (operations/functions) . |
| NXP Semiconductors (Eindhoven) | Various management roles | 2006–2011 | Operations and functional transformation work in semiconductors . |
| McKinsey & Company (Amsterdam) | Early career consultant | Pre‑2006 | Strategy/operations foundation; entry into healthcare/technology domains . |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base salary (contractual) | €636,000 | Paid monthly; holiday allowance deemed included . |
| Base salary (reported, 2024 partial year) | $153,341 | FY2024 prorated from Oct 1, 2024 start . |
| Family medical premium reimbursement | ~€400/month | Reimbursed; invoices shared; Netherlands-based role . |
| Vacation | 25 days/year | 20 statutory + 5 extra‑statutory; service-dependent rules . |
| Pension | Waived | No company pension participation; explicit waiver provisions . |
| Other compensation (2024) | $13,595 | Includes group health insurance $31,863 and Netherlands allowances $12,346, etc. . |
Performance Compensation
- Company’s executive pay program emphasizes Adjusted EBITDA, TSR via equity, and strategic objectives for incentives; 2024–2025 design changes reduced options/PSUs in favor of RS/RSUs for NEOs broadly (context, not specific to Wesdorp’s initial package) .
Sign-on and Equity Grants
| Award | Grant date | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Signing stock (shares) | 10/01/2024 | 10,995 ($749,969 grant-date value) | Vested immediately (on grant date) | Issued as part of $750,000 sign-on payable in stock . |
| Time-based RSUs | 10/01/2024 | 50,000 RSUs ($3,410,500 grant-date value) | 10,000 shares vest each Oct 1, 2025–2029 | Subject to continued service; accelerates on change in control . |
Future Bonuses (Service-Contingent)
| Metric | Target | Conditions | Payout form |
|---|---|---|---|
| Bonus I (2026) | = annual base salary (€636,000) | Agreement in force on payment date; not sick/incapacitated >30 days in prior 12 months | Cash or RadNet shares (Comp Committee discretion) . |
| Bonus II (2027) | = annual base salary (€636,000) | Same as above | Cash or RadNet shares . |
Equity Ownership & Alignment
| Item | Quantity/Value | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 5,995 shares | Listed in Security Ownership table . |
| % of shares outstanding | ~0.008% | 5,995 ÷ 74,947,027 shares outstanding (as of 3/31/2025) . |
| Unvested RSUs (12/31/2024) | 50,000 ($3,492,000 market value at $69.84/share) | From outstanding awards table; accelerates on change in control . |
| Vested stock (10/01/2024) | 10,995 shares; $749,969 value realized | From 2024 stock vested table . |
| Hedging/pledging | Prohibited (exceptions possible for pledging with compliance approval) | Insider Trading Policy; no pledging disclosed for Wesdorp . |
| Executive ownership guidelines | No formal requirements | Company encourages alignment via significant equity awards . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Role and start date | President & CEO, Digital Health; commencement Oct 1, 2024 | . |
| Employer entity | Aidence B.V. (wholly-owned subsidiary), Netherlands base | . |
| Contract duration | Indefinite; terminable by either party with statutory notice | . |
| Non-compete | 12 months post-termination; broad competitive scope incl. CADx/ML imaging software | . |
| Non-solicit & non-poaching | 12 months; customers/suppliers/partners and personnel restrictions | . |
| Confidentiality/IP | Stringent confidentiality; IP assignment to company; penalties for breach | . |
| Severance/change-in-control | No severance benefits; RSUs accelerate on change in control | . |
| Potential payouts (12/31/2024 hypothetical) | Vacation payout $63,695 (USD); RSU acceleration $3,492,000 on change in control | . |
Compensation Structure vs Performance Metrics
- For executives broadly, pay-for-performance ties include Adjusted EBITDA, TSR via equity grants, and strategic objectives for discretionary bonuses; 2024–2025 adjustments reduced reliance on PSUs/PSOs in favor of RS/RSUs to retain and focus execution, a shift that lowers explicit performance-contingent equity versus time-based grants .
- Company performance in 2024 (revenue +13.2%, operations income +6%) and strong shareholder advisory support on NEO pay (Say-on-Pay approvals ~88% in 2023 and ~89% in 2024) indicate current pay structures have market acceptance, informing Wesdorp’s service-contingent bonus design and multi-year RSU schedule .
Vesting Schedules and Insider Selling Pressure
- Wesdorp’s RSUs vest 10,000 shares annually (2025–2029), creating steady, multi-year retention incentives; acceleration applies upon change in control, increasing sensitivity to M&A events .
- Immediate vest of 10,995 sign-on shares occurred 10/01/2024; no Form 4 trading detail is provided in proxy/8‑K, and no pledging by Wesdorp is disclosed; company policy prohibits hedging and restricts pledging with strict approval .
Equity Ownership Alignment and Pledging
- Beneficial ownership is modest (5,995 shares; ~0.008% of SO), but unvested 50,000 RSUs represent meaningful prospective alignment; no Wesdorp pledging is disclosed, and company prohibits hedging and restricts pledging .
Employment Contracts, Severance, and Change-of-Control Economics
- No severance benefits under his agreement; service-contingent annual bonuses in 2026 and 2027 require continued employment and health status conditions; RSUs accelerate on change in control (estimated $3.492M value at 12/31/2024 pricing) .
Performance & Track Record
- Prior successes include leadership of Philips Precision Diagnosis across CT/MR/dXR/Ultrasound/Diagnostic Informatics with AI commercialization experience, and portfolio transformation roles at Bain Capital and Hellman & Friedman; he highlighted RadNet’s AI-powered Enhanced Breast Cancer Detection (EBCD) expansion as a platform for further innovation .
Compensation Committee & Governance Context
- Compensation Committee (independent; Pearl Meyer advisor) uses peer benchmarking and adjusted EBITDA/TSR considerations; company adopted a Clawback Policy aligned with Nasdaq/SEC rules (Rule 10D-1) .
- Insider Trading Policy prohibits hedging and restricts pledging with compliance oversight .
Investment Implications
- Retention risk appears mitigated by a five-year RSU vesting schedule and two future service‑contingent bonuses; absence of severance reduces downside protection, increasing reliance on equity value creation for total compensation .
- High alignment to change-in-control outcomes via full RSU acceleration may increase sensitivity to strategic transactions; modest current beneficial ownership suggests most alignment is via unvested equity rather than large current holdings .
- Execution confidence is supported by deep imaging/AI commercialization pedigree (Philips) and PE operating experience; company’s strong 2024 fundamentals and say‑on‑pay support underpin incentive design, but the shift from PSUs/PSOs to time-based RSUs broadly may dilute explicit performance linkage and warrants monitoring of AI commercialization milestones under Wesdorp .