NUTEX HEALTH INC (NUTX)
Sector: Health Care
2026 Annual Meeting Analysis
NUTEX HEALTH INC · Meeting: April 23, 2026
Directors FOR
3
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Vo has served as CEO and director since April 2022, giving him full tenure overlap with the 3-year underperformance period; NUTX stock lost 48.2% over three years while the IHF (iShares U.S. Healthcare Providers ETF) benchmark lost only 8.7%, a gap of 39.5 percentage points that exceeds the 30pp threshold applicable when absolute returns are negative, and the 5-year return of -98.4% confirms this is sustained destruction rather than a temporary dip.
Dr. Hosseinion has served as President and director since April 2022, meaning his tenure fully overlaps the 3-year underperformance window; the stock's 39.5pp gap below the IHF (iShares U.S. Healthcare Providers ETF) triggers the policy threshold, and the 5-year record of -98.4% versus IHF's modest decline confirms that underperformance is not a recent or temporary phenomenon.
Ms. Grenas has served as a director since April 1, 2022, giving her full tenure overlap with the underperformance period; the stock's 39.5pp shortfall versus the IHF (iShares U.S. Healthcare Providers ETF) over three years exceeds the 30pp trigger, and the 5-year record of -98.4% provides no mitigating long-term track record to offset the 3-year trigger.
Mr. Reed has served as a director since April 1, 2022, with full overlap over the 3-year underperformance window; the 39.5pp gap below the IHF (iShares U.S. Healthcare Providers ETF) clears the 30pp threshold for negative absolute TSR, and the deeply negative 5-year return confirms there is no longer-term track record of adequate performance to justify downgrading the vote to FOR.
For Analysis
Dr. Spears joined the board on April 1, 2024, less than 24 months before the April 2026 annual meeting, so he is exempt from the TSR underperformance trigger under policy; he brings over 32 years of emergency medicine experience directly relevant to Nutex's core business.
Mr. Saunders joined the board on April 11, 2024, less than 24 months before the April 2026 annual meeting, qualifying for the new-director exemption from the TSR trigger; he brings relevant healthcare advisory and investment banking expertise.
Mr. Jaumot joined the board on July 14, 2025, less than 12 months before the annual meeting, making him clearly exempt from the TSR underperformance trigger; he is a CPA with approximately 45 years of accounting experience and serves as audit committee chair, satisfying financial expertise requirements.
Four of seven directors (Vo, Hosseinion, Grenas, Reed) warrant AGAINST votes due to sustained stock underperformance during their full tenure: NUTX lost 48.2% over three years while the IHF (iShares U.S. Healthcare Providers ETF) fell only 8.7%, a 39.5pp gap exceeding the 30pp policy threshold, with the 5-year return of -98.4% confirming no long-term mitigant. Three newer directors (Spears, Saunders, Jaumot) are exempt from the TSR trigger as they joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Thomas T. Vo
Total Comp
$2,197,420
Prior Support
N/A
The CEO received total compensation of $2,197,420 in 2025, including equity awards and a cash bonus, while the stock lost 48.2% over three years compared to a decline of only 8.7% for the IHF (iShares U.S. Healthcare Providers ETF), a 39.5 percentage point gap indicating severe pay-for-performance misalignment. The disclosed equity awards appear to be time-based restricted stock units with no clear, measurable performance conditions, meaning they effectively function as fixed pay regardless of company outcomes — a direct policy trigger for a NO vote. The base salary of $1,000,000 represents roughly 46% of total reported compensation, and the absence of meaningful performance hurdles on the equity and bonus components means shareholders are paying above-benchmark variable compensation without performance accountability.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
2 yrs
Audit Fees
$1,224,876
Non-Audit Fees
$0
Grant Thornton was appointed in 2024 after the dismissal of the prior auditor CBIZ, giving it approximately two years of tenure well below the 25-year concern threshold; non-audit fees are zero, so there is no independence concern from the fee ratio test; Grant Thornton is a large national firm appropriate for a company of Nutex's size and complexity.
Overall Assessment
The 2026 Nutex Health annual meeting presents a contested director slate where four long-tenured directors (Vo, Hosseinion, Grenas, Reed) draw AGAINST votes due to a 39.5pp gap in stock performance versus the IHF (iShares U.S. Healthcare Providers ETF) over three years, while three newer directors are supported; the Say on Pay vote also warrants an AGAINST given severe pay-for-performance misalignment and the absence of meaningful performance conditions on equity awards. The auditor ratification of newly appointed Grant Thornton LLP is straightforward with zero non-audit fees and a clean independence profile.