Radnet Inc

This advisory (non-binding) proposal asks stockholders to approve the Company’s executive compensation disclosure and program as presented in the proxy, which includes base salary, discretionary cash bonuses, substantial time‑based restricted stock/unit grants and performance-based awards for the Named Executive Officers. Management seeks this endorsement to validate its pay philosophy (attract, retain and incentivize leadership) and to signal stockholder support for the program design that ties significant pay to equity-based awards and multi-year vesting schedules; the Board highlights prior strong support (approximately 83% in favor in 2025). Important contextual items include very large equity grants to the CEO and other executives in 2025 and 2026 (e.g., CEO grants with multimillion-dollar grant-date values and sizable RSG share programs), employment agreements with severance and change-in-control provisions, and the Company’s clawback policy and deferral arrangements intended to align pay and performance. The vote is non-binding but is used by the Compensation Committee to guide future decisions; a strong ‘FOR’ vote supports continuation of current practices, whereas a weak vote would likely trigger engagement and possible program adjustments. From a governance perspective, investors will evaluate pay quantum, realized pay vs. ‘‘compensation actually paid,’’ and the link between awards and company-selected metrics (Adjusted EBITDA and TSR), as reflected in the pay-versus-performance disclosures. Risks for shareholders include dilution from large equity grants, potential perceived misalignment if pay increases outpace performance, and concentrated insider ownership; mitigants include multi-year vesting, recoupment policies, and board oversight via an independent Compensation Committee with external consultant support. Given the advisory nature, the Board plans to consider the outcome and prior stockholder feedback in setting future compensation, but the vote will not legally compel specific changes. Overall, the proposal requests endorsement of a pay program that is heavily equity-based and designed to incentivize long-term performance, while raising typical tradeoffs between retention, dilution, and pay-for-performance alignment.

Proposal No. 4 seeks stockholder approval to amend and restate RadNet’s Equity Incentive Plan, increasing the authorized share reserve by 3,000,000 shares (from 20,100,000 to 23,100,000) and extending the plan term to April 15, 2036. Management argues this augmentation is necessary to support ongoing equity grant practices and anticipated grant needs for approximately three to four years under current practices; the Board’s recommendation cites historical grant rates, peer benchmarking, and the desire to maintain ability to attract and retain talent. The requested 3,000,000-share increase represents roughly 3.7% of outstanding shares as of March 24, 2026 (approximately 5.2% when adding unissued available shares), and the Restated Plan would leave total potential dilution including outstanding awards near 7.8%—metrics investors and proxy advisers will scrutinize for burn rate and dilution. The Restated Plan also codifies limits on non-employee director compensation (raising the maximum total annual compensation to $750,000 and capping equity award grant-date value at $500,000), preserves standard anti‑repricing protections, and incorporates clawback and administrative mechanics; it also provides for conversion/substitution of awards in M&A contexts. Company‑specific context that bears on this vote includes very large recent equity grants to executives (notably multimillion-dollar CEO awards and substantial RSG share programs for Named Executive Officers), which increases both the importance of an adequate share reserve and investor focus on dilution and pay quantum. From a governance analysis, the positives include continued use of multi-year vesting, performance elements in some awards, and independent committee oversight with consultant input; concerns include the scale of recent grants relative to market cap and the potential for shareholder dilution if grant practices continue at high absolute levels. A 'FOR' vote supports management’s ability to continue equity-based retention and incentive programs; a 'NO' vote would constrain the Company’s grant capacity under the Current Plan and likely necessitate narrower or more frequent requests for shareholder approval or alternative cash incentives. Given the detailed Restated Plan terms and the materiality of the share increase, sophisticated investors will weigh dilution, historical burn, executive pay levels, and plan governance (including clawbacks and anti-repricing) when deciding how to vote.