Stephen Forthuber
About Stephen Forthuber
Stephen M. Forthuber (age 64) is President and Chief Operating Officer – Eastern Operations at RadNet, an executive officer since 2006. He previously held senior roles at Radiologix, Inc. (Regional Director through COO) and Per-Se Technologies, Inc., and holds a B.A. in Business Administration from the College of William & Mary . RadNet delivered strong operating performance in 2024: revenue rose 13.2% year over year to $1.83 billion and income from operations reached $104.6 million, with executive management cited as critical to execution . Pay-versus-performance disclosures show cumulative TSR value of $344.04 in 2024 and Adjusted EBITDA of $279.46 million, the company’s most-used pay linkage metric .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Radiologix, Inc. | Regional Director (Northeast) → Regional VP → SVP & Chief Development Officer → COO | 2000–2006 | Led physician practice management and radiology operations; culminated in sale to RadNet |
| Per-Se Technologies, Inc. (and predecessors) | Various leadership roles | 1982–1999 | Significant physician practice management and radiology operations responsibilities |
External Roles
- No external public company board roles disclosed for Mr. Forthuber in the proxy .
Fixed Compensation
| Year | Base Salary (USD) | Actual Cash Bonus (USD) |
|---|---|---|
| 2022 | $650,000 | $600,000 |
| 2023 | $650,000 | $325,000 |
| 2024 | $800,000 | $650,000 |
| 2025 (paid Jan; for 2024 perf.) | — | $400,000 (50% of 2024 base) |
Notes:
- Forthuber’s base salary increased to $800,000 effective January 1, 2024, aligned with peer benchmarking and company performance .
- The Compensation Committee paid 2025 cash bonuses equal to 50% of 2024 base salary for select NEOs, including Mr. Forthuber ($400,000) .
Performance Compensation
| Year | Award Type | Grant Date | Shares | Grant Date Fair Value (USD) | Performance Metric | Achievement | Vesting schedule |
|---|---|---|---|---|---|---|---|
| 2022 | PSUs | Jan 4, 2022 | 1,380 | Part of 2022 PSU program | AEBITDA | 95% of target | 50% vests Jan 4, 2024; 50% vests Jan 4, 2025 (service-vesting) |
| 2022 | PSOs | Jan 4, 2022 | 6,013 total (2,004 exercisable; 4,009 unexercisable at 12/31/24) | Black-Scholes ≈ 50% of 2022 salary (program-wide) | AEBITDA | 95% of target | 1/3 vests each Jan 4, 2024, 2025, 2026 (service-vesting) |
| 2023 | PSUs | Jan 3, 2023 | 17,434 | Program award | AEBITDA | 110.4% of target | 50% vests Mar 10, 2025; 50% vests Mar 10, 2026 (service-vesting) |
| 2023 | PSOs | Jan 3, 2023 | 33,789 (unexercisable at 12/31/24) | Program award | AEBITDA | 110.4% of target | 1/3 vests each Mar 10, 2025, 2026, 2027 (service-vesting) |
| 2024 | Restricted Stock (time-based) | Jan 9, 2024 | 18,036 | $650,017 | — | — | 1/3 vests Mar 10, 2024; 1/3 vests Mar 10, 2025; 1/3 vests Mar 10, 2026 |
| 2025 | Restricted Stock/Stock Units (“RSG Shares”) | Jan 8, 2025 | 27,681 | $2,000,000 | — | — | 20% vests Mar 10, 2025; remaining 80% in equal tranches Mar 10, 2026–2028 |
Additional details:
- 2024 plan eliminated options/PSUs for NEOs (other than CEO), shifting to time-based RS/RSUs with lower grant values versus 2023 to emphasize retention and rapid response to growth opportunities .
- Value realized on vesting in 2024: 21,204 shares; $903,847 .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 782,479 shares | Includes 1.04% of shares outstanding |
| Ownership as % of shares outstanding | 1.04% | Based on 74,947,027 shares outstanding at 3/31/2025 |
| Unvested restricted stock | 24,466 shares | Time-based awards outstanding |
| Options exercisable within 60 days | 237,194 shares | Multiple tranches; strikes $6.07–$29.44–$18.64 |
| Hedging policy | Prohibited for covered persons | Insider trading policy bans hedging; pledging requires exception approvals |
| Pledging | None disclosed for Forthuber | Footnotes list a pledge by another executive (M. Patel), not Forthuber |
| Ownership guidelines | No formal NEO ownership requirements; company promotes equity ownership via awards | Encourages alignment through significant equity grants |
Vesting calendars that may create trading pressure windows:
- March 10, 2025/2026/2027/2028: multiple PSU/PSO/RS tranches vest for Mr. Forthuber (2023 PSUs/PSOs; 2024 RS; 2025 RSG) .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Separation (USD) | COBRA + Life Insurance (USD) | Accrued Vacation (USD) | Previously Vested Equity (USD) | Acceleration of Unvested Equity (USD) | Total (USD) |
|---|---|---|---|---|---|---|
| Resignation without Good Reason | — | — | $153,846 | $11,440,122 | — | $11,593,968 |
| Termination for Cause | $1,100,000 | — | $153,846 | $11,440,122 | $4,921,312 | $17,615,280 |
| Death | $1,250,000 | — | $153,846 | $11,440,122 | $4,921,312 | $17,965,280 |
| Disability | $2,900,000 | $47,465 | $153,846 | $11,440,122 | $4,921,312 | $19,462,745 |
| Resignation for Good Reason or Termination without Cause | $2,900,000 | $47,465 | $153,846 | $11,440,122 | $4,921,312 | $19,462,745 |
| Change in Control | — | — | — | $11,440,122 | $4,921,312 | $16,361,434 |
Key contractual features:
- Severance Pay formula scales by tenure; at ≥10 years: 200% of base salary + 200% of “Severance Bonus” (greater of prior-year bonus or 3-year average) .
- Full acceleration of time-based vesting upon change in control; performance awards assumed at maximum in the change-in-control estimate table .
- For Mr. Forthuber, severance is paid in a lump sum if termination occurs within one year after a change in control; otherwise installments over 24 months .
- COBRA and life insurance continuation up to two years in qualifying terminations; estimated cost $47,465 for Mr. Forthuber .
- Clawback Policy adopted November 2023, enabling recoupment of erroneously awarded incentive compensation for the three prior fiscal years in the event of a restatement or misconduct .
Compensation Structure Analysis
- Year-over-year mix shift: 2024 eliminated options/PSUs (other than CEO) in favor of time-based RS/RSUs with grant values ≈100% of 2023 base salary; 2025 increased RSG grants to 250% of 2024 base (Forthuber: $2,000,000; 27,681 shares), signaling stronger retention emphasis and lower at-risk performance linkage versus prior years .
- Discretionary cash bonuses: $650,000 (2024) and $400,000 (paid in 2025) support short-term incentives alongside long-term equity .
- Performance metric rigor: AEBITDA outcomes of 95% (2022) and 110.4% (2023) determined PSU/PSO vest eligibility and schedules, preserving pay-for-performance through 2026–2027 even as 2024/2025 awards are time-based .
Compensation Peer Group and Say‑on‑Pay
- Peer groups used for benchmarking: 2024 included Addus, Amedisys, ModivCare, Option Care Health, Select Medical, Surgery Partners, Ensign Group, and others; 2025 added Chemed, Concentra, Encompass Health, PACS Group, Pediatrix, among others .
- Say‑on‑pay support: 88% (June 2023) and 89% (June 2024) approval of NEO compensation .
Equity Award and Option Detail (selected)
- Options outstanding for Mr. Forthuber include legacy tranches struck at $6.07, $6.30, $10.05, $10.93, $20.43, $29.44, and $18.64 with varied vesting schedules; as of 12/31/2024 several series were fully or largely vested, and remain in-the-money versus $69.84 closing price .
- 2024 restricted stock: 18,036 shares granted Jan 9, 2024; vesting on Mar 10, 2024/2025/2026 .
- 2025 RSG Shares: 27,681 shares granted Jan 8, 2025; 20% vests Mar 10, 2025; remainder evenly Mar 10, 2026–2028 .
Risk Indicators & Red Flags
- Hedging prohibited; pledging only by exception—no pledges disclosed for Mr. Forthuber, reducing alignment risk .
- Shift to time-based awards in 2024/2025 lowers explicit performance linkage and may increase guaranteed compensation, warranting monitoring of outcomes in future CD&A disclosures .
- Generous severance/change‑in‑control economics (≥10 years tenure formula; lump-sum upon post‑CIC termination) create retention but can be shareholder-costly in downside scenarios .
Investment Implications
- Alignment: Significant equity exposure (782,479 beneficial shares; unvested RS/PSU stacks) plus no hedging/pledging supports shareholder alignment; recurring vest dates around March 10 could create predictable selling pressure windows as awards settle .
- Retention: Elevated severance and accelerated vesting upon qualifying terminations and change-in-control lower departure risk; lump-sum post‑CIC terms increase potential transaction costs but ensure continuity through strategic events .
- Performance signals: Historic AEBITDA-linked awards (2022–2023) validated payouts (95% and 110.4% of target), while 2024–2025 time-based grants shift emphasis to capacity expansion and operational execution (e.g., 2024 revenue +13.2% to $1.83B; Adjusted EBITDA $279.46M) . Monitoring future pay mix and any reintroduction of performance awards will be key to assessing pay-for-performance strength.