Norman Hames

About Norman Hames

Norman R. Hames (age 69) is President and Chief Operating Officer – Western Operations at RadNet, serving as an executive officer since 1996; he previously served on RadNet’s Board from 2000 until resigning in 2019 and oversees California and Arizona facility operations . Company performance context: 2024 revenue was $1.83 billion (+13.2% YoY) and income from operations rose 6% to $104.6 million; pay-versus-performance shows cumulative TSR of 344.04 and Adjusted EBITDA of $279.46 million for 2024 . His background includes leading Diagnostic Imaging Services, Inc. (14 centers) prior to sale to RadNet, and earlier imaging-center development for American Medical International .

Past Roles

External Roles

No external directorships or public company board roles for Hames are disclosed in the proxy .

Fixed Compensation

Performance Compensation

Annual Incentives and Equity Grants

Annual Cash Bonuses (2025 determination for 2024 performance)

Equity Ownership & Alignment

Beneficial Ownership (as of March 31, 2025)

Outstanding Equity at Year-End 2024 (Hames)

Hedging/Pledging and Ownership Guidelines

• Hedging prohibited; pledging generally prohibited with potential exception approval by CLO for collateralized loans (not margin) .
• No formal executive stock ownership guidelines; equity awards used to encourage alignment .
• No pledged shares disclosed for Hames; note: another executive (Mital Patel) has pledged shares, but not Hames .

Deferred Compensation and RSU Deferrals (2024)

Employment Terms

• At-will employment; agreement updated Sept 1, 2022 (base salary adjusted Jan 1, 2024) .
• “Hames Termination Payment”: Lump sum $1,050,000 upon termination (except due to death), or $350,000 if terminated for Cause; paid on termination date .
• Qualifying Termination (without Cause or for Good Reason): Severance Pay equals, based on service:

  • 10 years: 200% of then annual base salary + 200% of “Severance Bonus” (greater of prior-year bonus or 3-year average), paid over 24 months (Stolper lump-sum; Forthuber lump-sum if within 1 year of CoC); Hames’ Severance Pay reduced by $1,050,000 Hames Termination Payment .

• Death/Disability: Full vesting of time-based unvested equity; for Disability: lump sum = base salary + higher of prior-year or 3-year average bonus; COBRA and life-insurance continuation (up to 2 years) .
• Change-in-Control: Full acceleration of time-based vesting for outstanding equity; PSUs/PSOs assumed vest at maximum in quantitative scenario table .
• Clawback: Policy adopted Nov 2023 aligned with SEC/Nasdaq, recovers erroneously awarded performance-based comp within the 3 prior fiscal years; additional measures for misconduct .

Potential Payments – Illustrative Scenario (12/31/2024)

Insider Trading and Vesting Pressure (2025)

Following the Sep 10, 2025 sale, Hames directly owned 239,183 shares per associated filings/aggregators .

Compensation Structure Analysis

• Mix shift from performance-based awards (PSUs/PSOs tied to AEBITDA) in 2022–2023 to time-based RSUs/RSG Shares in 2024–2025, reducing explicit performance linkage and emphasizing retention and alignment via equity value .
• 2024: Eliminated options/PSOs/PSUs for Named Executive Officers, granting RSUs equal to 100% of 2023 base salaries (for Hames: $650k; 18,036 RSUs) with 3-year vesting .
• 2025: Larger time-based grants (for Hames: $2.0M; 27,681 RSG Shares) with front-loaded 20% vest and extended vesting to 2028; cash bonuses set at 50% of base for Hames (retention emphasis) .
• Pay practices have strong shareholder support (say-on-pay approval ~88% in 2023 and ~89% in 2024) .

Equity Compensation and Vesting Detail (Hames)

Equity Ownership & Alignment Signals

• Beneficial ownership <1% consistent with proxy footnote; includes significant in-the-money options and unvested RSUs/PSUs supporting alignment .
• No stock ownership requirement; alignment achieved through sizable equity grants .
• No pledging disclosed for Hames; pledging exceptions require CLO approval; hedging banned .
• Deferred compensation elections (RSUs and cash) increase long-term exposure to RDNT equity value .

Employment Terms – Protection and Triggers

• Strong severance economics after >10 years of service (200% base + 200% Severance Bonus) with COBRA/life insurance continuation; unique additional Hames Termination Payment ($1.05M or $0.35M for Cause) .
• Single-trigger acceleration of time-based vesting upon change-in-control under employment agreements/plan provisions; clawback policy in place .

Performance & Track Record

Note: TSR/EBITDA/Net Income are company-wide; revenue noted for 2024 with growth .

Governance and Compensation Committee Context

• Compensation Committee composed solely of independent directors; uses Pearl Meyer for benchmarking and design; peer groups for 2024 and 2025 include healthcare services peers (e.g., Select Medical, Encompass, Surgery Partners, US Physical Therapy) .
• Equity Incentive Plan prohibits option repricing/exchanges without shareholder approval, with 20.1M shares authorized and 3.17M available as of Dec 31, 2024; awards subject to clawback .

Investment Implications

• Increasing proportion of time-based equity (2024–2025) reduces explicit pay-for-performance linkage; retention focus could dampen near-term selling pressure after front-loaded 2025 vesting but raises dilution/overhang risk through 2028 .
• Multiple insider sales in 2025 at rising prices (March–September) suggest regular liquidity events; not necessarily a negative signal but indicates potential cadence of supply around vest/exercise windows .
• Strong corporate TSR and Adjusted EBITDA trajectory through 2024 supports long-term alignment via deferred RSUs and substantial unvested equity; lack of formal ownership requirements is offset by meaningful personal exposure .