David Swartz
About David L. Swartz
David L. Swartz (age 81) is RadNet’s Lead Independent Director, serving on the Board since 2004, Audit Committee Chair since 2004, and a member of the Compensation and Nominating & Governance Committees since 2007; he is designated an “audit committee financial expert” and is independent under NASDAQ/SEC rules . A retired CPA, he founded a consulting services firm in 2010 and previously held senior leadership roles at regional and national accounting firms; in 2024 he attended 100% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Good, Swartz, Brown & Berns LLP | Managing Partner | 1990–2008 | Led firm to acquisition by J.H. Cohn LLP; extensive public accounting leadership |
| J.H. Cohn LLP | Partner | 2008–2010 | Senior advisory work post-merger; transition leadership |
| California State Board of Accountancy | Board Member; former President | To Nov 2012 | Regulatory oversight and standards; public protection mandate |
| International accounting firm (50 offices) | Managing Partner; National Board Member | Pre-1988 | National governance and firm management |
| Swartz Consulting Services | Owner | 2010–present | Strategic accounting/advisory services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California State Board of Accountancy | Board Member; former President | To Nov 2012 | State regulatory body; governance role (non-corporate) |
Board Governance
- Roles: Lead Independent Director (chairs meetings in CEO’s absence, sets and chairs executive sessions, liaises between independent directors and Chair; collaborates on CEO evaluation) .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Governance (Member); all committees are fully independent .
- Financial expertise: Audit Committee financial expert designation (with Lawrence L. Levitt) .
- Attendance: Board held 6 meetings; Audit 4; Compensation 4; Nominating & Governance acted by written consent once; Swartz attended 100% of eligible Board and committee meetings in 2024 .
- Independence: Determined independent under NASDAQ/SEC rules .
- Director education: Board “teach-ins” (cybersecurity, human capital, revenue cycle, compliance) and encouraged continuing education .
- Annual Meeting attendance note: No directors or stockholders attended the 2024 Annual Meeting of Stockholders .
Fixed Compensation
Standard non-employee director pay effective Jan 1, 2024:
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $85,000 |
| Audit Committee Chair (annual cash) | $20,000 |
| Compensation Committee Chair (annual cash) | $15,000 |
| Nominating & Governance Committee Chair (annual cash) | $10,000 |
| Lead Independent Director (annual cash) | $30,000 |
| Committee meeting attendance (per meeting) | $1,500 |
| Annual equity compensation | $160,000 |
Swartz 2024 actual director compensation:
| Year | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) | Notes |
|---|---|---|---|---|
| 2024 | $138,000 | $159,994 | $297,994 | Received Lead Independent Director and Audit Chair additional retainers |
Performance Compensation
Director equity grant details (time-based; no performance metrics):
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting Terms | Pricing Basis |
|---|---|---|---|---|---|
| Restricted Stock (non-employee director annual grant) | Jun 13, 2024 | 2,591 | ~$160,000 | Vests at end of current director term (at Annual Meeting), subject to continued service | $61.75 closing price on Jun 12, 2024 |
Performance metrics applicable to director grants:
| Metric | Description |
|---|---|
| None disclosed | Director awards are time-based only; no TSR/financial hurdles |
Other Directorships & Interlocks
- No other public company directorships or interlocks for Swartz disclosed in the proxy .
- Compensation Committee interlocks: None; no insider participation by executives on other company boards tied to RadNet .
Expertise & Qualifications
- Retired CPA; extensive public accounting and audit leadership .
- Audit Committee financial expert designation .
- Lead Independent Director with executive session leadership and CEO evaluation oversight .
- Broad governance, risk oversight, and industry financial acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown | Notes |
|---|---|---|---|
| David L. Swartz | 211,086 | Includes 2,591 unvested restricted stock ; 37,019 shares held by spouse | Less than 1% ownership of shares outstanding |
| Hedging/Pledging | Policy | Company policy prohibits hedging; pledging generally prohibited except with CLO-approved exception demonstrating capacity to repay without resort to pledged securities | |
| Pledged Shares | None disclosed for Swartz | — | Group footnote references pledged shares by another executive, not Swartz |
Governance Assessment
- Strengths:
- Long-tenured independent director with deep audit experience; designated audit financial expert; chairs Audit Committee—supports robust financial oversight .
- Lead Independent Director structure with clear responsibilities and executive sessions—enhances board independence and CEO oversight .
- Full attendance in 2024; all committees independent; use of independent compensation consultant (Pearl Meyer) with no conflicts—strong governance hygiene .
- Director pay calibrated to peer data; equity grants promote alignment; total 2024 director pay for Swartz ~$298k .
- Watch items / red flags:
- No performance-based criteria on director equity grants (time-based only) reduces pay-for-performance linkage for directors .
- Board and stockholder annual meeting attendance in 2024 was zero—optics risk for engagement, though broader meeting logistics may explain outcome .
- Significant related-party arrangements exist at company level (e.g., BRMG with CEO); Audit/Nominating committees oversee RPTs, but continued vigilance required; no RPTs disclosed involving Swartz .
- Shareholder signals:
- Say-on-pay approval: ~89% (2024) and ~88% (2023)—indicates investor support for compensation framework; monitored by Compensation Committee (Swartz member) .
Insider Trading and Section 16 Compliance
| Person | Compliance Note |
|---|---|
| David L. Swartz | No delinquent Section 16 filings disclosed for 2024 |
| Company-wide note | All insiders timely met filing requirements in 2024, except one late Form 4 by the Chief Legal Officer (not Swartz) |
Related Party Transactions Oversight
- Oversight: Nominating & Governance Committee reviews and approves related party transactions above $120,000; Audit Committee and Board maintain ethics and oversight frameworks .
- Key company RPT example (not involving Swartz): CEO’s BRMG arrangement and lease with HFB Heirs Trust II—monitored by committees; underscores importance of independent committee rigor .