Mark Stolper
About Mark Stolper
Mark D. Stolper (age 53) is Executive Vice President and Chief Financial Officer of RadNet (RDNT), serving as CFO since July 2004. He previously worked in investment banking, private equity/venture capital and operating roles (Dillon, Read & Co.; Saratoga Partners; Archon Capital Partners; Eastman Kodak; co‑founder of Broadstream Capital Partners). He holds a liberal arts degree from the University of Pennsylvania, a finance degree from Wharton, and a post‑graduate Award in Accounting from UCLA .
RadNet delivered 2024 revenue of $1.83B (+13.2% YoY) and income from operations of $104.6M (+6% YoY) as demand increased and the company opened nine centers; management cited executive leadership in achieving these results . Performance equity plans are tied to Adjusted EBITDA, with outcomes of 110.4% of target in 2023 and 95% in 2022 . Say‑on‑pay support was ~89% in 2024 and ~88% in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dillon, Read & Co. / Saratoga Partners | Corporate finance; PE co‑investment (M&A, financings, principal investments) | Not disclosed | Transaction execution and investing groundwork for CFO career |
| Archon Capital Partners | Private equity investing (media/entertainment) | Not disclosed | Buyout investing and portfolio support |
| Eastman Kodak (Entertainment Imaging) | Business development | Not disclosed | Commercial development for $1.5B division |
| Broadstream Capital Partners | Co‑founder (investment banking) | Not disclosed | Advised middle‑market companies on financing and M&A |
External Roles
| Organization | Role | Years |
|---|---|---|
| Surgalign Holdings, Inc. (NASDAQ: SRGA) | Director | Since Mar 2017 |
| Coherus BioSciences, Inc. (NASDAQ: CHRS) | Director | Since Jan 2021 |
| On Track Innovations, Ltd. (NASDAQ: OTIV) | Director & Audit Committee | 2012–2016 |
| Metropolitan Health Networks, Inc. (NYSE: MDF) | Director & Audit Committee | 2010–2012 (until sale) |
| Various private companies (entertainment, rehab, telemedicine) | Director / Chair | Not disclosed |
Fixed Compensation
- Base salary progression (CFO):
- 2024: $700,000 (amended effective Jan 1, 2024, per 8‑K)
- 2023: $575,000
- 2022: $575,000
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 700,000 | 575,000 | 574,982 | – | 33,157 | 1,883,139 |
| 2023 | 575,000 | 287,500 | 431,250 | 575,000 | 31,954 | 1,900,704 |
| 2022 | 575,000 | 525,000 | 681,250 | 825,000 | 31,213 | 2,637,463 |
Notes: 2024 salaries were adjusted via amendments announced January 2024; all other executive agreement terms unchanged .
Performance Compensation
Annual cash incentives
- 2024 paid in Jan 2024 (for 2023 performance): $575,000 (100% of 2023 base salary) .
- 2025 paid in Jan 2025 (for 2024 performance): $350,000 (50% of 2024 base salary) .
| Paid Date | Performance Year | Cash Bonus ($) | Plan Note |
|---|---|---|---|
| Jan 2025 | 2024 | 350,000 | Committee set 50% of 2024 base for CFO |
| Jan 2024 | 2023 | 575,000 | Equal to 100% of 2023 base for CFO |
| Jan 2023 | 2022 | 287,500 | 50% of 2022 base for CFO |
Equity awards (grants, values, vesting)
- 2025: RSG (restricted shares/stock units) grant value $1,750,000; 24,221 shares at $72.35 grant price; vests 20% on Mar 10, 2025, and remaining 80% in three equal annual installments on Mar 10, 2026–2028, subject to continued service .
- 2024: RSG grant value $574,982; 15,954 shares at $36.04 grant price; vests in three equal annual installments on Mar 10, 2024, 2025, 2026 .
- 2023: Time‑based RSG approximately equal to 50% of 2022 salary (15,423 shares at $18.64), vesting half on Mar 10, 2023 and half on Mar 10, 2024 .
- 2023 performance equity: PSUs (target 7,711) and PSOs (max 29,891) tied to AEBITDA; 2023 performance at 110.4% of target; PSUs vest 50% on Mar 10, 2025 and 50% on Mar 10, 2026; PSOs vest one‑third on Mar 10 of 2025–2027 (exercise price $18.64) .
- 2022 performance equity: PSUs (target 4,882) and PSOs (max 21,275) tied to AEBITDA; 2022 performance at 95% of target; PSUs vest 50% on Jan 4, 2024 and 50% on Jan 4, 2025; PSOs vest one‑third on Jan 4 of 2024–2026 (exercise price $29.44) .
| Grant Date | Instrument | Grant Value ($) / Shares | Vesting |
|---|---|---|---|
| Jan 8, 2025 | RSG | $1,750,000; 24,221 shares @ $72.35 | 20% on 3/10/2025; 80% ratable on 3/10/2026–2028 |
| Jan 9, 2024 | RSG | $574,982; 15,954 shares @ $36.04 | 1/3 on each of 3/10/2024, 3/10/2025, 3/10/2026 |
| Jan 3, 2023 | RSG | $287,500; 15,423 shares @ $18.64 | 1/2 on 3/10/2023; 1/2 on 3/10/2024 |
| Jan 3, 2023 | PSUs (target) | $143,750; 7,711 target units | AEBITDA; 110.4% achieved; 50% vests 3/10/2025; 50% 3/10/2026 |
| Jan 3, 2023 | PSOs (max) | $287,500; 29,891 max options @ $18.64 | AEBITDA; time vest 1/3 each 2025–2027 |
| Jan 4, 2022 | PSUs (target) | $143,750; 4,882 target units | AEBITDA; 95% achieved; 50% vests 1/4/2024; 50% 1/4/2025 |
| Jan 4, 2022 | PSOs (max) | $287,500; 21,275 max options @ $29.44 | AEBITDA; time vest 1/3 each 2024–2026 |
Plan design shift: In 2024 the Compensation Committee eliminated PSOs/PSUs for NEOs (other than CEO) and issued time‑based RSGs (100% of 2023 base salary) alongside 100%‑of‑base cash bonuses, explicitly reducing performance‑equity exposure for that year . In 2025, equity increased to 250% of base for the CFO, with time‑based vesting (20/80 structure) and cash bonus set at 50% of base .
Performance metric calibration (for performance awards)
- Primary metric: Adjusted EBITDA (AEBITDA); 2023 performance at 110.4% of target; 2022 at 95% of target .
- Company‑level context for 2024: revenue $1.83B (+13.2% YoY), income from operations $104.6M (+6% YoY) .
Equity Ownership & Alignment
- Beneficial ownership: 255,758 shares; “less than 1%” of outstanding shares (as of Mar 31, 2025) .
- Options exercisable within 60 days: 197,998 (included in beneficial ownership) .
- Outstanding equity at 12/31/2024 (unvested): RSUs/PSUs totaling 24,890 (2024 RSUs: 9,705; 2023 PSUs: 14,072; 2022 PSUs: 1,113) .
- Option holdings (selected legacy grants): multiple tranches from 2016–2020 and 2022–2023; see award detail table (e.g., 2016 35,703 @ $6.07; 2017 34,399 @ $6.30; 2018 21,564 @ $10.05; 2019 19,828 @ $10.93; 2020 10,608 @ $20.43; 2022–2023 PSOs and time‑options at $29.44 and $18.64) .
- Hedge/Pledge policy: Hedging is prohibited; pledging requires case‑by‑case approval by the Chief Legal Officer. The proxy separately discloses a pledge for another executive (Mital Patel) but no pledged shares are disclosed for Mr. Stolper .
- Ownership guidelines: The company does not maintain stock ownership requirements for NEOs; equity is intended to align pay with shareholder value creation .
- Deferred compensation: Mr. Stolper elected to defer receipt of 2024 stock grants (14,558 RSUs counted net of a domestic relations order transfer); 2024 RSU deferral value $574,982; aggregate deferred balance $11,852,755; he held 169,713 RSUs/PSUs at 12/31/2024 under deferral programs .
- 2024 vesting realized value (non‑sale): $953,742 from vesting events; no option exercises in 2024 .
| Ownership/Equity Item | Detail |
|---|---|
| Beneficial shares (3/31/2025) | 255,758; <1% of shares outstanding |
| Options exercisable ≤60 days | 197,998 included in above |
| Unvested awards (12/31/2024) | RSUs 9,705 (2024); PSUs 14,072 (2023); PSUs 1,113 (2022) |
| Anti‑hedging / pledging | Hedging banned; pledging only by exception; no Stolper pledges disclosed |
| Ownership guidelines | None for NEOs |
| Deferred comp balance | $11,852,755; 2024 deferrals $524,670; 169,713 RSUs/PSUs held |
Upcoming known vesting events that can drive Form 4 activity:
- Mar 10, 2025: 20% of 2025 RSG; final tranche of 2024 RSG (second tranche); PSUs from 2023 vest 50% .
- Mar 10, 2026–2028: Remaining 80% of 2025 RSG vests ratably (and continuing PSOs schedules) .
Employment Terms
- Employment agreements updated Sept 1, 2022; at‑will; six weeks vacation; benefits; auto allowance; reimbursement of expenses .
- Severance on Qualifying Termination (without Cause or for Good Reason): “Severance Pay” equals 200% of base salary plus 200% of the “Severance Bonus” (greater of prior‑year bonus or 3‑year average), given >10 years of service; full vesting of time‑based equity; COBRA and life insurance benefits up to two years; for Mr. Stolper, severance is paid in a single lump sum within ~15 days after release effectiveness .
- Change‑in‑Control (CIC): Full acceleration of time‑based vesting upon a CIC; for Mr. Stolper, CIC economics explicitly single‑trigger for time‑based awards, with cash severance parameters based on agreement if combined with a qualifying termination .
- Estimated payout table (as of 12/31/2024) shows for Mr. Stolper:
- Qualifying Termination (Good Reason/Without Cause): Cash $2,550,000; benefits continuation $27,218; accrued vacation $107,692; previously vested equity $19,782,393; acceleration of unvested equity $3,969,817; total $26,437,121 .
- CIC (no termination): previously vested equity $19,782,393; acceleration of unvested equity $3,969,817; total $23,752,211 .
- Clawback: Board‑adopted policy (Nov 2023) compliant with Nasdaq/Rule 10D‑1; three‑year lookback for restatements; misconduct may trigger additional recoupment/discipline .
- Insider trading policy: robust program; policy attached to 2024 10‑K/A; hedging prohibited; pledging exceptions require approval .
Compensation Structure Analysis
- Mix shift in 2024 removed PSOs/PSUs for NEOs (other than CEO) and replaced with 100% time‑based RSGs and 100%‑of‑base cash bonuses—reducing performance linkage and increasing certainty for executives in that year .
- 2025 increased equity scale (CFO: 250% of base) but maintained time‑based vesting (20/80 schedule), with cash bonus at 50% of base—stronger long‑term equity value exposure, though not performance‑conditioned .
- Performance metrics: when used, are AEBITDA‑based; 2023 outcome above target (110.4%) led to PSU vesting; 2022 below target (95%) .
- No NEO ownership guidelines; potential alignment gap mitigated by large equity holdings and vesting schedules; hedging banned; pledging controlled .
- Say‑on‑pay support improved to ~89% in 2024 (from ~88% in 2023) .
Compensation Peer Group & Governance
- 2024 peer group (for pay benchmarking) included mid‑cap healthcare services names (e.g., Acadia Healthcare, Select Medical, Surgery Partners, Option Care, U.S. Physical Therapy, etc.) .
- 2025 peer group updated to include names like Chemed, Concentra Group, Encompass, PACS Group, while retaining others .
- Compensation Committee consists entirely of independent directors; consultant Pearl Meyer engaged since 2016; no conflicts identified .
Risk Indicators & Red Flags
- Single‑trigger equity acceleration on CIC for time‑based awards (less investor‑friendly than double‑trigger) .
- 2024 shift away from performance equity to time‑based RSGs for NEOs may weaken pay‑for‑performance alignment for that year .
- No executive stock ownership guidelines (alignment risk) .
- Pledging permitted by exception (policy allows with approval), though none disclosed for Mr. Stolper; a pledge is disclosed for another executive .
- However, robust clawback and anti‑hedging policy are positives .
Performance & Track Record
- 2024 revenue $1.83B (+13.2% YoY) and income from operations $104.6M (+6% YoY) driven by demand and center expansion (398 centers YE 2024 vs 366 prior year) .
- Performance programs emphasize AEBITDA (PSUs/PSOs), with above‑target outcome in 2023 (110.4%) .
Investment Implications
- Alignment: Stolper holds substantial vested/unvested equity and options, and has a large deferred compensation balance tied to RDNT stock—creating meaningful long‑term alignment; but absence of ownership guidelines and the 2024 pivot to time‑based equity modestly weaken pay‑for‑performance optics .
- Retention: Large 2025 RSG grant (250% of base) with multi‑year vesting plus sizable CIC/Severance economics suggest low near‑term retention risk .
- Trading signals: Multiple vesting events in March 2025–2028 (2025 RSG 20/80; 2023 PSUs; 2023/2022 PSOs) could drive periodic Form 4 activity (e.g., sell‑to‑cover), potentially creating supply around those dates .
- Governance: Single‑trigger equity acceleration on CIC and permissive pledging (by exception) are watch‑items; clawback and anti‑hedging policies are mitigants .
- Pay outcomes have had strong shareholder support (≈89% in 2024) as RadNet’s fundamentals improved, which may temper activist concerns over 2024’s reduced performance linkage .
Document sources: **[790526_0001683168-25-002862_radnet_idef14a.htm:22]** **[790526_0001683168-25-002862_radnet_idef14a.htm:23]** **[790526_0001683168-25-002862_radnet_idef14a.htm:25]** **[790526_0001683168-25-002862_radnet_idef14a.htm:31]** **[790526_0001683168-25-002862_radnet_idef14a.htm:32]** **[790526_0001683168-25-002862_radnet_idef14a.htm:33]** **[790526_0001683168-25-002862_radnet_idef14a.htm:34]** **[790526_0001683168-25-002862_radnet_idef14a.htm:35]** **[790526_0001683168-25-002862_radnet_idef14a.htm:36]** **[790526_0001683168-25-002862_radnet_idef14a.htm:37]** **[790526_0001683168-25-002862_radnet_idef14a.htm:38]** **[790526_0001683168-25-002862_radnet_idef14a.htm:39]** **[790526_0001683168-25-002862_radnet_idef14a.htm:41]** **[790526_0001683168-25-002862_radnet_idef14a.htm:44]** **[790526_0001683168-25-002862_radnet_idef14a.htm:45]** **[790526_0001683168-25-002862_radnet_idef14a.htm:46]** **[790526_0001683168-25-002862_radnet_idef14a.htm:51]** **[790526_0001683168-25-002862_radnet_idef14a.htm:57]** **[790526_0001683168-25-002862_radnet_idef14a.htm:58]** **[790526_0001683168-24-002737_radnet_idef14a.htm:39]** **[790526_0001683168-24-002737_radnet_idef14a.htm:47]** **[790526_0001683168-23-002756_radnet_def14a.htm:39]** **[790526_0001683168-23-002756_radnet_def14a.htm:40]** **[790526_0001683168-23-002756_radnet_def14a.htm:43]** **[790526_0001683168-22-003017_radnet_def14a.htm:39]** **[790526_0001683168-24-000099_radnet_8k.htm:1]** **[790526_0001628280-25-009481_rdnt-20241231.htm:17]**