FONAR (FONR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 19, 2025, with proposals to elect five directors, approve executive compensation, and ratify the selection of CohnReznick LLP as auditors for FY2025.

• The company operates in two segments: MRI equipment manufacturing and physician/diagnostic management services, with the latter driving most revenue.

• FY2024 saw revenues of $102.9M (up 4.3%), net income of $14.1M, and continued profitability for 59 consecutive quarters.

• The company maintains a strong liquidity position with $56.3M in cash and working capital of $122.5M as of June 30, 2024.

• Ongoing investments in R&D, new service subsidiaries, and AI-powered imaging enhancements are highlighted.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, an advisory say-on-pay for executive compensation, and ratification of CohnReznick LLP as auditors.

• Each share of Common, Class B, and Class C stock carries 1, 10, and 25 votes, respectively; Class A Preferred is non-voting.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of five directors, three of whom are independent; Ronald G. Lehman serves as lead independent director and audit committee chair.

• No standing compensation or nominating committees; compensation and nominations handled by the full board.

• The company is a controlled company under NASDAQ rules, with over 50% voting power held by the Chairman.

• Directors (except the Chairman) receive a minimum of $20,000 annually.