RADNET, INC. DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

RADNET, INC.

(Name of Registrant as Specified in its Charter)

__________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

RADNET, INC.
1510 Cotner Ave.
Los Angeles, CA 90025

April 20, 2026

Dear Stockholder:

On behalf of the Board of Directors and management, we cordially invite you to attend the 2026 Annual Meeting of Stockholders of RadNet, Inc. (the “Annual Meeting”), to be held at our principal executive office at 1510 Cotner Avenue, Los Angeles, CA 90025, on Tuesday, June 2, 2026, at 10:00 a.m. (Pacific Time) or at any adjournment or postponement thereof. At the Annual Meeting, stockholders will vote on matters set forth in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

We also enclose a copy of our annual report on Form 10-K for our fiscal year ended December 31, 2025 (the “2025 Annual Report”). We encourage you to read our 2025 Annual Report, which includes information on our business, as well as our audited financial statements for the fiscal year ended December 31, 2025.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to most of our stockholders on or about April 20, 2026. The Notice of Availability contains instructions on how to access our proxy materials, including the Notice of Annual Meeting of Stockholders, Proxy Statement, 2025 Annual Report and a Proxy Card or voting instruction form and on how to cast your vote online or by phone. The Notice of Availability also contains instructions on how to request a printed copy of our proxy materials. All stockholders who do not receive the Notice of Availability will receive a printed copy of the proxy materials.

Your vote is very important. Regardless of the number of shares you own, and whether or not you plan to attend the Annual Meeting, please vote. We hope you will vote as soon as possible. You may vote by submitting your proxy via the Internet, by phone, or if you have elected to receive printed proxy materials, by completing, signing, dating and returning the Proxy Card enclosed with your printed proxy materials.

Thank you for your continued support and ownership of RadNet, Inc. We look forward to seeing you at the Annual Meeting.

Sincerely,

David Katz
Corporate Secretary

Important Notice: The Proxy Statement for the 2026 Annual Meeting of Stockholders, the Proxy Card and the 2025 Annual Report are available at www.proxyvote.com.

RADNET, INC.
1510 Cotner Ave.
Los Angeles, CA 90025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2026

RadNet, Inc. will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 2, 2026, at 10:00 a.m. (Pacific Time) or any adjournment or postponement thereof, at our principal executive office at 1510 Cotner Avenue, Los Angeles, CA 90025.

The following items are on the agenda and are more fully described in the accompanying Proxy Statement:

	1.	The election of six nominees as directors to hold office until the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified;
	2.	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
	3.	A non-binding advisory vote to approve the compensation of our Named Executive Officers;
	4.	The approval of an amendment and restatement of our Equity Incentive Plan; and
	5.	Other business that may properly come before the Annual Meeting.

Our Board of Directors fixed April 6, 2026 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting.

We are mailing a Notice of Internet Availability of Proxy Materials to our stockholders on or about April 20, 2026, containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended December 31, 2025 online, and how to vote online or by phone. The Notice of Internet Availability of Proxy Materials also contains instructions on how our stockholders can request a printed copy of the proxy materials.

By Order of the Board of Directors,

David Katz
Corporate Secretary

April 20, 2026

Los Angeles, California

Whether or not you expect to attend the Annual Meeting, please vote as soon as possible to ensure your representation at the Annual Meeting. You may vote online, by phone, or if you have elected to receive printed proxy materials, by completing, signing, dating and returning the Proxy Card enclosed with your printed proxy materials. Even if you give your proxy, you may still vote in person if you attend the meeting. If a broker, bank or other nominee is the record holder of your shares, then you must obtain from the record holder a proxy issued in your name in order to vote at the Annual Meeting.

RADNET, INC.
1510 Cotner Ave.
Los Angeles, CA 90025

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2026

The Board of Directors of RadNet, Inc., a Delaware corporation (“RadNet” or the “Company”), is providing these proxy materials to you in connection with the solicitation of the accompanying proxy for use at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

The Annual Meeting will be held at our principal executive office at 1510 Cotner Avenue, Los Angeles, CA 90025, on Tuesday, June 2, 2026, at 10:00 a.m. (Pacific Time) or at any adjournment or postponement thereof, for the purposes stated in this Proxy Statement.

On or about April 20, 2026, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended December 31, 2025 (the “2025 Annual Report”), via the Internet and how to vote online or by phone. The Notice of Availability also contains instructions on how you can receive a printed copy of the proxy materials.

This Proxy Statement summarizes certain information to assist you in voting in an informed manner.

All stockholders are cordially invited to attend the Annual Meeting in person. Whether you expect to attend the meeting or not, please vote as soon as possible.

TABLE OF CONTENTS

	Page


THE PROXY PROCESS AND THE ANNUAL MEETING	1
ENVIRONMENTAL	6
SOCIAL RESPONSIBILITY	7
CORPORATE GOVERNANCE	8
DIRECTORS	15
COMPENSATION OF DIRECTORS	18
EXECUTIVE OFFICERS	22
COMPENSATION DISCUSSION AND ANALYSIS	24
COMPENSATION COMMITTEE REPORT*	34
EXECUTIVE COMPENSATION TABLES	35
EQUITY COMPENSATION PLAN INFORMATION	55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	56
DELINQUENT SECTION 16(a) REPORTS	58
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*	59
PROPOSAL NO. 1: ELECTION OF DIRECTORS	60
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	61
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	62
PROPOSAL NO. 4: THE AMENDMENT AND RESTATEMENT OF THE EQUITY INCENTIVE PLAN	63
OTHER MATTERS	73
ADDITIONAL INFORMATION	73

THE PROXY PROCESS AND THE ANNUAL MEETING

The following discussion is intended to provide general information about the proxy process and the Annual Meeting under the rules and regulations of the Securities and Exchange Commission (the “SEC”). If you have questions about this Proxy Statement or the Annual Meeting, please contact our Corporate Secretary at: RadNet, Inc., 1510 Cotner Avenue, Los Angeles, CA 90025, Attention: Corporate Secretary, Telephone: (310) 445-2800.

2026 Annual Meeting of Stockholders

	RADNET, INC.	June 2, 2026
	1510 Cotner Ave.	10:00 a.m. Pacific Time
	Los Angeles, CA 90025

Only stockholders of record as of the close of business on April 6, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting. RadNet is soliciting proxies for use at the Annual Meeting, including any postponements or adjournments.

Attending the Annual Meeting

If you are a stockholder of record as of the Record Date, you have the right to vote in person at the Annual Meeting. You will need to bring either the Notice of Availability or any Proxy Card that is sent to you to the meeting. Otherwise, you will be admitted only if we can verify your ownership of common stock on the Record Date. If you own shares held in street name, please bring with you to the meeting either the Notice of Availability or any voting instruction form, your most recent brokerage statement or a letter from your bank, broker or other record holder indicating that you beneficially owned shares of our common stock on the Record Date. We can use that information to verify your beneficial ownership of common stock and admit you to the meeting. Additionally, all persons will need to bring a valid government-issued photo ID to gain admission to the meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.

Purpose

At the Annual Meeting, our stockholders will vote on the following items:

	1.	The election of six nominees as directors to hold office until the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified;
	2.	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
	3.	A non-binding advisory vote to approve the compensation of our Named Executive Officers;
	4.	The approval of the amendment and restatement of the Equity Incentive Plan; and
	5.	Other business that may properly come before the Annual Meeting.

Proxy Materials

The following proxy materials were first sent or made available to stockholders on April 20, 2026, and include:

	·	Notice of Annual Meeting of Stockholders

	·	Proxy Statement for the Annual Meeting

	·	2025 Annual Report

If you requested printed versions of these proxy materials by mail, the printed proxy materials also include the Proxy Card or voting instruction form for the Annual Meeting.

Notice of Internet Availability

We are sending the Notice of Availability to our stockholders with instructions on how to access the proxy materials online or request a printed copy of the materials. Stockholders may follow the instructions in the Notice of Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings and reduce RadNet’s printing and mailing costs.

Quorum for the Annual Meeting

Holders of a majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. On the Record Date, there were 78,271,515 of our common stock issued and outstanding. Consequently, we will need to have 39,135,758 shares present in person or represented by proxy at the Annual Meeting in order to establish a quorum. Your shares will be counted for purposes of determining if there is a quorum if:

	·	You are entitled to vote and you are present in person at the Annual Meeting; or

	·	You have properly voted by proxy online, by phone, or by submitting a Proxy Card or voting instruction form by mail.

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies and reconvene the Annual Meeting at a later date.

Inspector of Election

An officer of RadNet will count the votes and act as the inspector of election. The inspector of election will separately tabulate affirmative and negative votes, abstentions and broker non-votes. RadNet has also engaged Broadridge Financial Solutions, Inc. as its proxy distribution agent and tabulation service provider and they will also be calculating the votes received prior to the Annual Meeting.

Proxy Solicitation Costs

RadNet is paying the costs of the solicitation of proxies. We will also make solicitation materials available to banks, brokerage houses, fiduciaries and custodians holding shares of our common stock in their names but that are beneficially owned by others for forwarding to the beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to the beneficial owners. Solicitations will be made primarily through the Notice of Availability, but may be supplemented by telephone, facsimile, Internet or personal solicitation by our directors, executive officers and employees. No additional compensation will be paid to these individuals for these services.

Voting

Each share of RadNet’s common stock has one vote on each matter. Only “stockholders of record” as of the close of business on the Record Date are entitled to vote at the Annual Meeting. As of the Record Date, there were 78,271,515 shares of RadNet’s common stock issued and outstanding, held by 867 stockholders of record. In addition to stockholders of record of RadNet’s common stock, “beneficial owners of shares held in street name” as of the Record Date can vote using the methods described below.

If your shares are registered directly in your name with RadNet’s transfer agent, Equiniti Trust Company, LLC, you are the stockholder of record with respect to those shares.

If your shares are held in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual stockholders are beneficial owners of shares held in street name.

With respect to Proposal No. 1 (the election of directors), stockholders may vote “FOR” all nominees, “WITHHOLD” authority for all nominees, or vote “FOR” all except for those individual nominees for director for which the stockholder indicates it is withholding authority. With respect to each other proposal, stockholders may vote “FOR” the proposal, “AGAINST” the proposal, or abstain from voting.

Voting Procedures

There are four ways to vote:

	·	Online. If you are a stockholder of record, you may vote by proxy by visiting www.proxyvote.com and entering the control number found in the Notice of Availability. If you are the beneficial owner of shares in street name, the availability of online voting will depend on the voting procedures of the organization that holds your shares. Stockholders who submit a proxy online need not return a Proxy Card or the form forwarded by your broker, bank, trust or other holder of record.

	·	Phone. If you are a stockholder of record and request printed copies of the proxy materials by mail, you will receive a Proxy Card or voting instruction form and you may vote by proxy by calling the toll-free number found on the card or form. If you are a beneficial owner of shares in street name, the availability of phone voting will depend on the voting procedures of the organization that holds your shares. Stockholders who submit a proxy by phone need not return a Proxy Card or the form forwarded by your broker, bank, trust or other holder of record.

	·	Mail. If you are a stockholder of record and request printed copies of the proxy materials by mail, you will receive a Proxy Card or voting instruction form and you may vote by proxy by completing, dating and signing the Proxy Card or voting instruction form and returning it in the envelope provided.

	·	In Person. If you are a stockholder of record, you may vote in person at the Annual Meeting by requesting a ballot. If you beneficially hold shares in street name and wish to vote in person at the Annual Meeting, you must also obtain a “legal proxy” from the organization that holds your shares and bring it to the Annual Meeting. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to a Company representative to be provided to the inspector of election.

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

Changing your Vote

You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting, as follows:

	·	Online. You may change your vote using the online voting method described above, in which case only your latest online proxy submitted prior to the Annual Meeting will be counted.

	·	Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.

	·	Mail. You may revoke your proxy and change your vote by signing and returning a new Proxy Card or voting instruction form dated as of a later date, in which case only your latest Proxy Card or voting instruction form received prior to the Annual Meeting will be counted.

	·	In Person. You may revoke your proxy and change your vote by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to RadNet’s Corporate Secretary.

If you have already voted and do not wish to change your vote, you do not need to take any further action and your shares will be voted as originally directed by you.

Vote Required to Approve a Proposal

RadNet’s bylaws provide that, for an uncontested election of directors—one where the number of candidates for election does not exceed the number of directors to be elected, and for all matters other than the election of directors, the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting is required to elect a director and to approve all matters other than the election of directors.

Accordingly, approval of Proposals Nos. 1, 2, 3 and 4 requires, in each case, the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the subject matter at the Annual Meeting.

Uninstructed Shares and Broker Non-Votes

Stockholder of Record

If you are a stockholder of record and submit a valid proxy or voting instruction form but do not indicate your specific voting instructions on one or more of the proposals, your shares will be voted as recommended by our Board of Directors (“Board of Directors” or “Board”) on those proposals and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owner in Street Name

Banks, brokers and nominees will vote shares in accordance with instructions from the beneficial owners of shares held in street name. If you are a beneficial owner of shares held in street name, and if the bank, broker or other nominee that holds your shares does not receive specific voting instructions, it has discretionary authority to vote your shares on “routine” matters, but not on “non-routine” matters.

The following proposal is considered a routine matter:

Proposal No. 2: The ratification of the appointment of Ernst & Young LLP as RadNet’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The following proposals are considered non-routine matters:

	·	Proposal No. 1: The election of six nominees as directors to hold office until the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified;

	·	Proposal No. 3: A non-binding advisory vote to approve the compensation paid to our Named Executive Officers; and

	·	Proposal No. 4: The approval of an amendment and restatement of our Equity Incentive Plan.

Broker Non-Votes

When the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” proposal, that organization will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Broker non-votes are counted for the purposes of determining whether a quorum is present. However, broker non-votes will not be counted as having voting power to vote on Proposal No. 1, Proposal No. 3 and Proposal No. 4 and will have no effect on non-routine matters of Proposal No. 1, Proposal No. 3 and Proposal No. 4. Thus, you must instruct your bank, broker or nominee on how to vote your shares for the non-routine matters of Proposal No. 1, Proposal No. 3 and Proposal No. 4 in order for your vote to count for those proposals.

Abstentions

Abstentions are counted for purposes of determining whether a quorum is present. Abstentions will have the effect of a vote of “AGAINST” for a director in Proposal No. 1, and “AGAINST” Proposal Nos. 2, 3 and 4.

Confidentiality of Votes

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within RadNet or to third parties, except: (1) as necessary to meet applicable legal requirements and (2) to allow for the tabulation of votes and certification of the vote. Occasionally, stockholders include additional comments on their Proxy Card or with their voting instruction form, which are then forwarded to our management.

Tabulation and Reporting of Voting Results

Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. RadNet will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Director and Officer Interest in Matters to be acted Upon at the Annual Meeting

Members of the Board of Directors and executive officers do not have an interest in Proposal No. 2. Our directors have an interest in Proposal No. 4 as it relates to a compensatory plan in which our directors participate. Our executive officers have an interest in Proposal No. 3 and 4 as the proposals relate to the compensation of our Named Executive Officers.

ENVIRONMENTAL

We seek to manage and evolve our operations in ways to minimize our impact on the environment as part of our commitment to improving health in the communities we serve.

Healthcare imaging is dependent on technologically advanced equipment that uses significant energy in its operation. While we do not design or manufacture the equipment that we install in our facilities, we take a number of actions aimed at reducing our overall energy consumption:

	·	We seek to maximize the utilization of equipment at our facilities. Efficient patient scheduling and high utilization of our machines reduces the energy consumed during idle periods where equipment is not contributing to patient care. We also try to power down imaging equipment that can safely and efficiently be powered down when not in use during off-hours.

	·	We monitor the air conditioning systems at our imaging facilities. We generally set thermostats in common areas to eco-friendly levels based on the particular geographical environment. We use window shades, or other coverings, to reduce our cooling requirements. We replace older HVAC systems with newer, more energy efficient models when warranted, and conduct preventative maintenance on the HVAC systems to assure operating efficiency.

	·	Lighting systems in many of our imaging centers are equipped with motion sensors, timers, and dimmers to reduce unnecessary use. We are also in the process of converting older conventional lighting systems to newer systems using lower wattage LED lights.

	·	Our imaging centers in California are subject to California Title 24 Building Energy Efficiency Standards, a set of standards for energy consumption designed to ensure new and existing buildings achieve energy efficiency.

SOCIAL RESPONSIBILITY

Our social responsibility begins with our patients and extends to our employees and consultants and to the communities in which we operate.

We operate imaging centers to facilitate the diagnosis and treatment of diseases and disorders. Our services may reduce unnecessary invasive medical procedures, improve patient care and reduce the cost and amount of care for patients in the communities that we serve. At our imaging centers, we focus on providing standardized high quality imaging services, regardless of location, to ensure patients, physicians and payors consistency in service and quality. To ensure the high quality of our services, we monitor patient satisfaction, timeliness of services to patients and reports to physicians.

At our centers, we seek to provide state of the art facilities, with multiple imaging modalities, access to newer equipment and a highly trained staff. Although currently small in scope, we are investing in Artificial Intelligence (“AI”) technologies which we believe have the potential to significantly change the medical imaging industry. We are developing applications to aid radiologists in scan interpretation by quickly allowing comparison to large imaging databases to enable pinpoint diagnosis in shorter time frames. In addition, AI methods can also keep track of individuals needing procedures on a regular basis (i.e. mammograms, follow ups, etc.) and alert our staff to contact the patient and schedule appointments.

The strength of our workforce is critical to the success of our mission to provide comprehensive radiology solutions and change the future of healthcare. We are focused on attracting, retaining, and developing the talent we need to deliver on our commitment to our patients and partners. As of December 31, 2025, there were a total of 8,844 full-time, 432 part-time, and 1,988 per-diem employees. These numbers include 222 full-time and 88 part-time physicians and 2,835 full-time, 282 part-time, and 1,244 per-diem technologists.

We are keenly aware of the value of a diverse workforce and are proud of our track record. Our culture of equality and inclusion enables us to exceed the expectations of our patients and meet our growth strategy. Our success in equality and inclusion objectives are the result of strong leadership, transparency and accountability. While our workforce demographics clearly indicate our success in achieving a highly diverse team, in order to foster even stronger understanding of equity and inclusion, we have developed an internal education program to ensure all of our team are aware of our closely held values. Our initiatives include corporate support and sponsorship of community outreach/enrichment programs and high school, vocational school, and collegiate outreach.

We invest in our employees to ensure their confidence and competence in their roles, as well as to provide a path for professional career development. We provide a range of internal education and development programs and opportunities to support the advancement of our employees. RadNet offers a Leadership Development and Operations Rotation Program, Management Training, Technical Scholarship, and various modality education and training support programs. We offer both formal and informal programs to identify, foster and retain top talent. We maintain a Tuition Reimbursement Program which encourages professional development for our incumbent team, and we also sponsor undergraduate and graduate education and advanced technical training for various incumbent team members.

We provide compensation that is competitive and consistent with employee positions, skill levels, and experience. We align our executives’ and eligible non-executive employees’ long-term equity compensation with our stockholders’ interests. Our employees are eligible for benefits that are industry-leading, including preferred provider organization and high deductible health plan medical plans with a company sponsored health savings account, wellness plans that include financial incentives, free radiology procedures for team and family, paid life insurance and accidental death and dismemberment insurance , dental insurance, vision insurance, Employee Assistance Plan with enhanced mental health benefits, group paid long and short term disability plans, 401(k), tuition reimbursement, access to instant earned wages through DailyPay, paid and unpaid leave, flexible working schedule, and a variety of voluntary benefits including Colonial, Supplemental Life, Dependent Life and Commuter benefits and free flu vaccinations.

CORPORATE GOVERNANCE

Role of the Board of Directors

Our business is managed under the direction of our Board of Directors. Our Board of Directors provides oversight, strategic direction, and counsel to our management. In addition, our Board of Directors elects our officers, delegates responsibilities for the conduct of our operations to those officers, and evaluates their performance.

Our Board of Directors held five meetings during 2025 and took action by written consent on eight occasions. Each of our directors serving in 2025 attended 100% of the total number of meetings of the Board of Directors and applicable committees that each director was eligible to attend, except for Dr. Sorensen, who attended 80% of the total number of meetings of the Board of Directors.

Board Leadership Structure

Our Chairman of the Board of Directors, Dr. Berger, also serves as our Chief Executive Officer. Our Board of Directors has determined that this leadership structure is appropriate and effective for RadNet at this time. This structure effectively utilizes Dr. Berger’s knowledge of RadNet and the industry in which we operate, while fostering greater communication and producing a greater degree of transparency between management and our directors. Dr. Berger co-founded RadNet in 1980 and has served as Chairman of the Board and Chief Executive Officer for about 40 years.

David L. Swartz currently serves as Lead Independent Director of the Board of Directors. In this capacity, Mr. Swartz serves as Chairman of meetings of the Board of Directors in the absence of the Chairman of the Board, calls, sets the agenda, and chairs the executive sessions of the independent directors, works collaboratively with the Chairman of the Compensation Committee to oversee the evaluation of our Chief Executive Officer and serves as the liaison between the independent directors and the Chairman of the Board.

Director Independence

Our Board of Directors annually determines the independence of our directors in accordance with the independence requirements under the NASDAQ Stock Market LLC (“NASDAQ”) and the SEC rules which require at least a majority of the directors to be independent. As a result of this review, our Board of Directors has determined that Lawrence L. Levitt, Laura P. Jacobs, Gregory E. Spurlock and David L. Swartz each qualifies as an independent director in accordance with the NASDAQ and the SEC rules.

Each of Howard G. Berger, M.D. and A. Gregory Sorensen, M.D. is an employee of RadNet and therefore does not qualify as an independent director under the NASDAQ and the SEC rules.

Majority Voting for Election of Directors

Under our bylaws, directors must be elected by a majority of the shares present and entitled to vote in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected.

We have adopted a Director Resignation Policy that provides that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender their resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or take other action. The director who tenders their resignation will not participate in the Nominating and Governance Committee or Board’s decision. In making its determination the Board will consider (a) the underlying reason for the vote result, if known, (b) the director’s contributions to the Company during his or her tenure, and (c) the director’s qualifications. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose. Promptly following the decision regarding the tendered resignation, the Company will file with the SEC a current report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.

Director Continuing Education

We support director education initiatives throughout a director’s tenure on the Board. We host “teach-ins” where members of our management meet with the Board to review industry trends and the Company’s operations in a number of subject areas. Recent teach in sessions have covered topics such as:

	·	Cyber Security

	·	Human Capital, including Talent Acquisition, Employee Engagement, Recruiting and Retention

	·	Revenue Cycle – Billing & Collections, Credit Balances

	·	Regulatory Compliance

We encourage all directors to attend continuing education programs and to share information and observations from those programs with other directors. We reimburse directors for reasonable expenses incurred in attending continuing education programs.

Committees of the Board of Directors

Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The committees are comprised entirely of independent directors. Each committee operates under a written charter adopted by the Board of Directors, which is available at www.radnet.com under Investor Relations – Corporate Governance.

The current composition of the committees is as set forth below:

Director	Audit Committee	Compensation Committee	Nominating and Governance Committee
Lawrence L. Levitt	·	C	·
Laura P. Jacobs	·	·	C
Gregory E. Spurlock		·	·
David L. Swartz	C	·	·

_____________

“C” denotes chair of committee

Audit Committee

The Audit Committee’s responsibilities include, among other things:

	·	overseeing the engagement, qualifications, independence, compensation, retention and performance of the Company’s independent auditors and the conduct of the annual independent audit of the Company’s financial statements;

	·	overseeing the integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders, any governmental or regulatory body and others;

	·	monitoring the auditing, accounting and financial reporting processes and systems of internal control that are conducted by the Company’s independent auditors, internal audit function and the Company’s financial and senior management; and

	·	preparing the report of the Audit Committee required by the rules of the SEC to be included in the Company’s annual proxy statement.

The Board of Directors has determined that each of Mr. Swartz and Mr. Levitt qualifies as an “audit committee financial expert” as defined under the applicable SEC rules and that each member of the Audit Committee meets the additional criteria for independence of Audit Committee members under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee held four meetings and took action by written consent on two occasions in 2025.

Compensation Committee

The Compensation Committee’s responsibilities include, among other things:

	·	assisting the Board in developing and reviewing compensation programs and strategy applicable to the Company’s directors and senior executives, and overseeing the Company’s overall compensation philosophy;

	·	making recommendations to the Board with respect to incentive compensation plans and equity-based plans, and interpreting and administering such plans;

	·	reviewing and discussing with the Company’s management the tables and narrative discussion and analysis regarding executive officer and director compensation policies and practices to be included in the Company’s public filings, including its annual proxy statement and annual report on Form 10-K; and

	·	preparing the Compensation Committee Report to be included in the Company’s proxy statement and annual report on Form 10-K, in accordance with the rules and regulations of the SEC.

The Compensation Committee held five meetings and took action by written consent on one occasion in 2025.

Nominating and Governance Committee

The Nominating and Governance Committee’s responsibilities include, among other things:

	·	independently overseeing the director nomination process and procedures;

	·	identifying, evaluating and recommending to the Board for election and/or appointment qualified candidates for membership on the Board or its committees;

	·	developing, reviewing, and recommending to the Board corporate governance policies, procedures and guidelines and otherwise shaping the Company’s corporate governance;

	·	investigating and approving related party transactions, establishing and maintaining director conflicts of interest policies, and making recommendations to the Board with respect to the “independence” of directors; and

	·	monitoring and overseeing evaluation of the Board and its committees, management’s performance, and succession planning for executive management.

The Nominating and Governance Committee held one meeting and did not take any action by written consent in 2025.

SEC Form DEF 14A filed by RadNet Inc.