Howard Berger
About Howard Berger
Howard G. Berger, M.D., age 80, is Chairman, President, and Chief Executive Officer of RadNet, serving as CEO since 1987 and director since 1992; he co‑founded RadNet in 1980 and is board‑certified in Nuclear Medicine with Internal Medicine residency training and a master’s program in medical physics in the UC system . Under his leadership, RadNet delivered 2024 revenue of $1.83 billion (+13.2% YoY) and income from operations of $104.6 million, while expanding health system partnership centers from 130 to 153 during 2024 . Pay‑versus‑performance disclosures show cumulative TSR of $344.04 on a fixed $100 basis in 2024, Net Income of $2.79 million, and Adjusted EBITDA of $279.46 million, highlighting shareholder value creation emphasis and EBITDA-linked incentives . The Board has formally adopted a clawback policy (Nov 2023) and maintains a lead independent director to offset CEO‑Chair dual-role governance concentration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RadNet | President & CEO | 1987–present | Led multi-decade expansion of imaging operations, AI investing; delivered 2024 revenue growth +13.2% YoY and increased operating income |
| RadNet | Co‑founder | 1980–present | Foundational development of national imaging center platform; strengthened partnerships to 153 centers by 2024 |
| Entities owning BRMG | President or co‑president | Ongoing | Oversees physician group providing professional services in CA/AZ under long-term management agreement with RadNet |
External Roles
| Organization | Role/Capacity | Start/End | Notes |
|---|---|---|---|
| Beverly Radiology Medical Group III (BRMG) | Indirect 99% owner via equity interests; President/co‑president | Ongoing | BRMG provides professional services at most CA/AZ facilities; 10‑year automatic renewal effective Jan 1, 2024; RadNet receives 81% of BRMG professional collections as management fee |
| HFB Heirs Trust II | Family trust (trustee not Berger); significant shareholder | Ongoing | Holds ~6.07% RadNet; Company leases NYC residential unit from trust at $15,000/mo; Audit Committee approved |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,500,000 | $1,500,000 | $3,000,000 (includes $1,000,000 paid by BRMG) |
| Cash Bonus ($) | $4,000,000 (paid by BRMG) | $2,000,000 | $4,000,000 (paid by BRMG) |
| Other Compensation ($) | $55,517 | $75,183 | $76,433 |
| Total ($) | $5,555,517 | $6,700,183 | $9,076,437 |
| Say‑on‑Pay Support (%) | — | 88% (June 2023) | 89% (June 2024) |
Performance Compensation
| Award Type | Grant Date | Metric | Target | Actual | Payout/Units | Vesting |
|---|---|---|---|---|---|---|
| PSUs | Jan 3, 2023 | AEBITDA (2023) | Not disclosed | 110.4% of target | 40,236 PSUs outstanding | 50% on Mar 10, 2025; 50% on Mar 10, 2026 |
| PSOs | Jan 3, 2023 | AEBITDA (2023) | Not disclosed | 110.4% of target | 77,976 unexercisable at $18.64 | 1/3 on Mar 10 of 2025, 2026, 2027 |
| Options | Jan 3, 2023 | Time/Service | — | — | 69,312 exercisable; 34,657 unexercisable at $18.64 | Per standard 1/3 annual schedule |
| RSUs | Jan 9, 2024 | Time/Service | — | — | 55,494 RSUs grant value $2,000,004 | 1/3 on Mar 10 of 2024, 2025, 2026 |
| RSG Shares (RS/RSUs) | Jan 8, 2025 | Time/Service | — | — | $9,000,000 grant; 124,567 shares | 20% Mar 10, 2025; remaining 80% in equal annual tranches Mar 10 of 2026–2028 |
Additional vesting realized in 2024: 45,322 shares vested with $2,107,926 value; detail includes 26,824 PSUs (3/10/24 at $46.51) and 18,498 RSUs from 1/9/24 grant (3/10/24 at $46.51) .
Performance metric framework: Executive pay design references Adjusted EBITDA, TSR alignment through equity, and discretionary strategic objectives; 2022 AEBITDA achievement was 95% of target across the program; 2023 AEBITDA achievement was 110.4% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 328,176 shares; includes 83,045 unvested time‑based restricted stock and 129,961 options exercisable within 60 days; spouse holds 20,000 shares |
| Ownership % | Less than 1% of outstanding |
| Unvested awards (as of 12/31/24) | 36,996 RSUs from 1/9/24 grant (market value $2,583,801 at $69.84) |
| Options in‑the‑money potential | 69,312 exercisable and 34,657 unexercisable at $18.64 (matures 1/3/33) |
| Deferred compensation | Aggregate balance $12,932,560, including $2,000,004 2024 RSU deferral and $5,168,209 appreciation on RSUs in 2024 |
| Hedging/pledging | Hedging prohibited; pledging generally prohibited with limited exceptions subject to CLO approval; no pledging disclosed for Dr. Berger |
| Ownership guidelines | No formal NEO stock ownership guidelines; equity used to encourage alignment |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | At‑will; amended as of Jan 1, 2024 for salary update; uniform framework among NEOs with Dr. Berger‑specific offsets |
| Severance: Qualifying Termination (Good Reason or without Cause) | Severance Pay equals 200% of base salary + 200% of “Severance Bonus” (greater of prior year bonus or 3‑yr average), reduced by $2,500,000 payable under BRMG consulting agreement; time‑based equity fully vests; COBRA and life insurance continuation up to two years |
| Change‑in‑control (CIC) | Full vesting of time‑based vesting portions of outstanding equity awards (single trigger); performance awards assumed at maximum for CIC scenarios in quant estimates |
| Quantitative estimates (12/31/24 triggers) | Total potential: Good Reason/without Cause $34,208,791 (includes $14,000,000 cash separation payments; $114,494 benefits; $346,154 vacation; $8,587,451 previously vested; $11,160,692 acceleration) |
| CIC total potential (12/31/24) | $19,748,144 (primarily previously vested $8,587,451 and acceleration $11,160,692) |
| Clawback | Policy adopted Nov 2023; recoupment for restatements or misconduct (three-year lookback), administered by Compensation Committee |
| Gross‑ups | No excise tax gross‑ups for NEOs |
| Nonqualified deferred comp | RSU deferrals via NDC Plan; cash deferrals via Excess Plan; Rabbi trust established; distributions per plan/elections |
Board Governance
- Role: CEO and Chairman; Board deems structure effective given Dr. Berger’s industry knowledge; Lead Independent Director (David L. Swartz) provides counterbalance and oversees CEO evaluation and executive sessions .
- Committee membership: Audit, Compensation, and Nominating & Governance are fully independent; employee directors (including Dr. Berger) are not on committees .
- Independence: Dr. Berger is an employee, not independent under Nasdaq and SEC rules .
- Board attendance: Directors attended 100% of Board and committee meetings in 2024 .
- Director compensation: Employee directors receive no additional pay for board service; director equity grants only for non‑employee directors .
Related Party Transactions
- BRMG management agreement: BRMG provides professional services at most CA/AZ facilities; pays RadNet 81% of gross professional collections; 10‑year automatic renewal effective Jan 1, 2024. In 2024 Dr. Berger received $1.0 million of salary and his full $4.0 million bonus through BRMG .
- Lease with HFB Heirs Trust II: RadNet pays $15,000 per month for a NYC residential unit; Audit Committee reviewed and approved; trust holds ~6.07% of RadNet; Dr. Berger has no control over the trust’s RadNet shares .
Compensation Structure Analysis
| Dimension | Observations |
|---|---|
| Cash vs equity mix | 2024 increased base salary to $3.0M with $4.0M bonus; equity granted as time‑based RSUs/RSG shares rather than PSUs/PSOs; 2025 equity grant scaled materially higher ($9.0M value) |
| Options vs RSUs | Compensation Committee eliminated option/PSU components in 2024 grants in favor of RSUs/RSG shares to better motivate strategic execution and responsiveness; options and PSUs remained outstanding from 2023 |
| Performance metrics | Equity and bonus programs reference AEBITDA performance (95% in 2022; 110.4% in 2023), TSR alignment via equity, and discretionary strategic objectives |
| Governance safeguards | No option repricing without shareholder approval; clawback adopted; insider trading policy prohibits hedging and pledging (with limited exceptions) |
| Shareholder feedback | Strong say‑on‑pay support: 88% (2023), 89% (2024), with Pearl Meyer independent consultant benchmarking peer groups |
Equity Vesting Calendar (Supply/Overhang Signals)
| Date | Instrument | Quantity/Terms |
|---|---|---|
| Mar 10, 2025 | 2024 RSUs | Second tranche of time‑based RSUs from 55,494 grant (1/3 schedule) |
| Mar 10, 2025 | 2023 PSUs | 50% of 40,236 PSUs vests |
| Mar 10, 2025 | 2023 PSOs | 1/3 of 77,976 PSOs becomes exercisable |
| Mar 10, 2025 | 2025 RSG Shares | 20% of 124,567 RSG Shares vests |
| Mar 10, 2026–2028 | 2025 RSG Shares | Remaining 80% vests in equal annual tranches (Mar 10 of 2026–2028) |
| Mar 10, 2026 | 2023 PSUs | Remaining 50% of 40,236 PSUs vests |
| Mar 10, 2026–2027 | 2023 PSOs | Final 2/3 of PSOs becomes exercisable over 2026–2027 |
| Mar 10, 2026 | 2024 RSUs | Final 1/3 of 55,494 RSUs vests |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Pay‑vs‑performance TSR (Value of $100) | $171.28 | $344.04 |
| Net Income ($mm) | $3.04 | $2.79 |
| Adjusted EBITDA ($mm) | $232.30 | $279.46 |
| Revenue ($bn) | — | $1.83; +13.2% YoY |
Major initiatives credited to management: capacity expansion driven by demand; nine new centers opened in 2024; partnership centers increased to 153 .
Compensation Peer Group (Benchmarking)
- 2024 Peer Group (approved Nov 2023): Acadia Healthcare; AdaptHealth; Addus HomeCare; Amedisys; Astrana Health; Aveanna; InnovAge; ModivCare; Option Care Health; Pediatrix; Select Medical; Surgery Partners; The Ensign Group; U.S. Physical Therapy .
- 2025 Peer Group (approved Nov 2024): Adds Chemed; Concentra; Encompass Health; PACS Group; updates listed; framework targets companies ~⅓–2× RadNet’s revenue and similar healthcare services operations .
Risk Indicators & Red Flags
- Dual role CEO + Chairman; Board mitigates via Lead Independent Director .
- Related party economics: BRMG arrangement and family trust lease; both under committee oversight and disclosed; sizable cash compensation routed through BRMG .
- High severance leverage: $14,000,000 cash separation component modeled for 12/31/24 Good Reason/without Cause scenario; significant equity acceleration under CIC and termination events .
- PEO pay ratio: 208× median employee (2024) .
- Governance mitigants: clawback policy; no excise tax gross‑ups; no option repricing without shareholder approval; insider hedging/pledging prohibitions .
Employment & Contracts
| Item | Detail |
|---|---|
| Start dates | CEO since 1987; Director since 1992 |
| Contract term | At‑will; salary updated Jan 1, 2024; BRMG consulting agreement governs additional severance offsets |
| Severance triggers | Death/Disability: lump sum of salary+greater of prior/avg bonus; time‑based equity vests; options exercise window extended; Good Reason/without Cause: multi‑component severance with equity vesting and benefits |
| BRMG consulting severance | $2,500,000 for resignation/termination without cause; $500,000 for termination for cause; subject to covenants |
Investment Implications
- Alignment and overhang: Large time‑based equity grants in 2024 and 2025 with multi‑year vesting create predictable supply events; RSU deferral usage and lack of formal ownership guidelines reduce forced selling pressure, but calendar vesting warrants monitoring around March 10 each year .
- Pay‑for‑performance: Strong TSR and AEBITDA improvements coincide with equity‑heavy compensation and AEBITDA‑based performance awards (2023), supporting incentive alignment; however, 2024 pivot away from PSUs/PSOs to time‑based RSUs increases guaranteed pay elements and lowers explicit performance link .
- Governance and related party risk: CEO‑Chair dual role and BRMG economic ties are persistent structural risks; mitigants include lead independent director, committee independence, clawback, and committee oversight of related party transactions .
- Event risk economics: Modeled severance and CIC benefits are material; investors should incorporate ~$19.7–$34.2 million event payment ranges into downside/transition scenarios and monitor any 8‑K Item 5.02 developments .
Overall, Berger’s compensation and equity design remain sizable but broadly aligned with RadNet’s TSR/AEBITDA performance. Key monitoring items for traders include annual March 10 vesting cycles, any updates to BRMG arrangements, and governance developments around CEO succession and board leadership .