Sector: Health Care
NUTEX HEALTH INC · Meeting: April 23, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
NUTX's 3-year price return of +199.9% outpaces the IHF (iShares U.S. Healthcare Providers ETF) benchmark by +180.3 percentage points, well above the 80pp threshold required to trigger a vote against under the strong-positive TSR tier, so no TSR concern applies; no overboarding, attendance, or independence issues were identified.
Strong company TSR well above the IHF benchmark clears the director TSR trigger; Dr. Hosseinion serves on the board of Cardio Diagnostics Holdings (CDIO) in addition to NUTX, which is one outside public board seat, below the two-seat limit for sitting executives; no other disqualifying factors were identified.
Company TSR significantly outperforms the IHF benchmark over three years, clearing all TSR thresholds; Ms. Grenas has relevant healthcare management experience, attended 95%+ of meetings, and serves as an independent director on the Compensation and Nominating committees with no disqualifying flags.
Mr. Jaumot joined the board on July 14, 2025, less than 24 months before the meeting date, making him exempt from the TSR trigger under the new-director exemption; he is a CPA with extensive audit committee experience, qualifying him well to chair the Audit Committee.
Company TSR of +199.9% over three years outpaces the IHF benchmark by +180.3pp, comfortably above the 80pp trigger threshold for the strong-positive TSR tier, so no TSR concern applies; Mr. Reed has deep healthcare executive experience, attended 95%+ of meetings, and serves as Lead Independent Director.
Mr. Saunders joined the board on April 11, 2024, which is just over 24 months before the April 2026 meeting, but company TSR of +199.9% massively outperforms the IHF benchmark by +180.3pp, far exceeding the 80pp strong-positive-tier threshold in the wrong direction for a trigger, so no TSR concern applies; he has relevant healthcare advisory and investment banking experience.
Dr. Spears joined the board on April 1, 2024, within the 24-month window from the April 2026 meeting date, making him exempt from the TSR trigger; he brings over 32 years of emergency medicine experience directly relevant to NUTX's business.
All seven director nominees receive a FOR vote. NUTX's 3-year stock return of +199.9% outpaces the IHF (iShares U.S. Healthcare Providers ETF) benchmark by +180.3 percentage points, which is well above the 80-percentage-point threshold that would be needed to trigger a vote against any director on TSR grounds. Two newer directors (Jaumot, Spears) are additionally protected by the 24-month new-director exemption. No overboarding, attendance, independence, or familial relationship concerns were identified across the slate.
CEO
Thomas T. Vo
Total Comp
$2,197,420
Prior Support
N/A
CEO Thomas T. Vo received total compensation of $2,197,420 in 2025, which is within a reasonable range for a healthcare company CEO at NUTX's $1.3 billion market cap. However, the pay mix warrants attention: base salary of $1,000,000 represents approximately 46% of total compensation, which is at the upper boundary of the acceptable fixed-pay threshold, while the bonus and equity components together constitute the majority of pay. The pay-for-performance alignment is strong — NUTX's stock returned +60.9% over one year and +199.9% over three years, substantially outperforming the IHF (iShares U.S. Healthcare Providers ETF) benchmark — and the company has adopted a Nasdaq-compliant clawback policy, supporting an overall FOR vote despite the borderline pay mix.
Auditor
Grant Thornton LLP
Tenure
2 yrs
Audit Fees
$1,224,876
Non-Audit Fees
$0
Grant Thornton was appointed in 2025 following the dismissal of CBIZ CPAs P.C., so its tenure is approximately one to two years — well below the 25-year threshold that would raise independence concerns. Non-audit fees are zero, making the non-audit fee ratio 0%, far below the 50% threshold. Grant Thornton is a large national firm appropriate for a $1.3 billion market cap company. The material weaknesses disclosed relate to the prior auditor's period and management's internal controls, not to Grant Thornton's audit work.
Meeting held April 23, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Frank E. Jaumot | 99.3% | 2.6M | 19,305 | ✓ Elected |
| Michael L. Reed | 96.7% | 2.6M | 86,280 | ✓ Elected |
| Cheryl Grenas | 96.7% | 2.6M | 87,302 | ✓ Elected |
| Thomas T. Vo | 96.6% | 2.6M | 89,198 | ✓ Elected |
| Scott J. Saunders | 95.8% | 2.5M | 110,315 | ✓ Elected |
| Kelvin Spears | 95.5% | 2.5M | 118,204 | ✓ Elected |
| Warren Hosseinion | 95.1% | 2.5M | 130,558 | ✓ Elected |
Say on Pay
For 2.5M · Against 126,612 · Abstain 11,220
Auditor Ratification
For 3.8M · Against 25,441 · Abstain 32,917
The 2026 NUTEX HEALTH INC annual meeting features three standard proposals: election of seven directors, ratification of Grant Thornton LLP as auditor, and an advisory say-on-pay vote. All proposals receive a FOR vote determination, supported by exceptional stock performance (+199.9% over three years vs. the IHF benchmark), a clean auditor fee structure with zero non-audit fees, and CEO compensation that is reasonably sized relative to NUTX's market cap and strong shareholder returns.
