UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Filed by a Party other than the Registranto¨

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¨ Preliminary Proxy Statement

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ý 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 the appropriate box):

ý No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

RADNET, INC.

1510 Cotner Ave.

Los Angeles, CA 90025

May 23, 2014

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

April 28, 2017

Dear Stockholder:

On behalf of the Board of Directors and management, we cordially invite you to attend the 2017 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 Wednesday, July 9, 2014,Thursday, June 8, 2017, at 10:00 a.m. (Pacific time). or at any adjournment or postponement thereof. At this meeting, stockholders will vote on matters set forth in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by mailing your proxy or voting instruction card using the postage-paid return envelope included for your convenience. If your shares are registered in the name of a broker or other nominee, your nominee may be participating in a program provided through Broadridge Financial Solutions, Inc. that allows you to vote by telephone or the Internet. If so, the voting form that your nominee sends you will provide telephone and Internet instructions.

We have also enclosed a copy of our annual report on Form 10-K for our fiscal year ended December 31, 2013,2016, as amended.amended (the “2016 Annual Report”). We encourage you to read our annual report,2016 Annual Report, which includes information on our business, as well as our audited financial statements for the fiscal year ended December 31, 2013.2016.

This year we are again taking advantage of the Securities and Exchange Commission rule that permits us to furnish proxy materials to our stockholders via the internet. This allows us to provide you with information about our annual meeting in an efficient manner, while reducing the environmental impact of our annual meeting. As a result, on or about April 28, 2017, we will mail a short Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders instead of a paper copy of our full proxy materials. The Notice contains instructions on how to cast your vote online and how to access our proxy materials, including the Notice of Annual Meeting of Stockholders, Proxy Statement, 2016 Annual Report and a Proxy Card or voting instruction form. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials.

Your vote is very important. Regardless of the number of shares you own, please vote. Whether or not you plan to attend the Annual Meeting, 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 interest insupport and ownership of RadNet, Inc. We look forward to seeing you at the Annual Meeting.

Sincerely,

Norman R. Hames

Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the 20142017 Annual Meeting of Stockholders:

The Proxy Statement for the 20142017 Annual Meeting of Stockholders, the Proxy Card and the 2016 Annual Report for the year ended December 31, 2013, as amended, are available at http://radnet.com/2014Proxy.html.www.proxyvote.com.

RADNET, INC.

1510 Cotner Ave.

Los Angeles, CA 90025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 9, 2014JUNE 8, 2017

RadNet, Inc. will hold its 2017 Annual Meeting of Stockholders onWednesday, July 9, 2014,(the “Annual Meeting”) on Thursday, June 8, 2017, 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.

Stockholders of record at the close of business on May 13, 2014,April 12, 2017, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting of Stockholders. The following items are on the agenda:

The foregoing items of business are more fully described in the accompanying Proxy Statement.

By OrderWe will mail to our stockholders on or about April 28, 2017, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our annual report on Form 10-K for our fiscal year ended December 31, 2016, as amended, via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the Board of Directors,proxy materials.

	By Order of the Board of Directors, Norman R. Hames Corporate Secretary
April 28, 2017 Los Angeles, California

Norman R. Hames

Corporate Secretary

May 23, 2014

Los Angeles, California

Whether or not you expect to attend the Annual Meeting, please complete, sign, date and return the enclosed proxy cardvote as soon as possible to ensure your representation at the meeting. A postage-paid return envelope is enclosed for your convenience. Stockholders holding shares with a broker, bank or other nomineeYou may also be eligible to vote via the Internetinternet, by phone, or if you have elected to vote telephonically. If a stockholder’s broker, bank or other nominee participates in a program that allows voting via telephone orreceive printed proxy materials, by completing, signing, dating and returning the Internet, such stockholder may do so by following the instructions on the form they receive from their broker, bank or other nominee.Proxy Card enclosed with your printed proxy materials. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if a broker, bank or other nominee holds your shares of record and you wish to vote at the meeting, then you must obtain from the record holder a proxy issued in your name.

RADNET, INC.

1510 Cotner Ave.

Los Angeles, CA 90025

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 9, 2014

JUNE 8, 2017

The Board of Directors of RadNet, Inc., a Delaware corporation, is providing these proxy materials to you in connection with the solicitation of the enclosedaccompanying proxy for use at our 20142017 Annual Meeting of Stockholders.Stockholders (the “Annual Meeting”). The meeting will be held at our principal executive office at 1510 Cotner Avenue, Los Angeles, CA 90025, on Wednesday, July 9, 2014,Thursday, June 8, 2017, at 10:00 a.m. (Pacific time) or at any adjournment or postponement thereof, for the purposes stated herein. This Proxy Statement summarizes the information that you will need to know to vote in an informed manner. Our telephone number is (310) 445-2800.

All stockholders are cordially invited to attend the Annual Meeting of Stockholders in person. In any event, please complete, sign, date and return the proxy in the enclosed envelope. Wevote as soon as possible. On or about April 28, 2017 we intend to mail thisa Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and our annual report on Form 10-K for our fiscal year ended December 31, 2016, as amended (the “2016 Annual Report”), via the internet and how to vote online. The Notice also contains instructions on how you can receive a paper copy of the proxy statement and the accompanying proxy card on or about May 23, 2014 to all stockholders of record that are entitled to vote.materials.

ABOUT THE PROXY PROCESS AND THE ANNUAL MEETING

The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this Proxy Statement and the Annual Meeting. They are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the Securities and Exchange Commission (the “SEC”). These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about this Proxy Statement or the Annual Meeting, please see the response to the question entitled “Whom should I contact with other questions?” below. RadNet, Inc. is sometimes referred to herein as “RadNet”, “we”, “us”, “our” or the “Company.”

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. Our bylaws provide that, for stockholder nominations to the Board of Directors or other proposals to be considered from the floor at an annual meeting, the stockholder must have given timely notice of the proposal or nomination in writing to our Corporate Secretary. To be timely for the 2018 Annual Meeting, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between February 8, 2018 and March 10, 2018. A stockholder’s notice to the Corporate Secretary must set forth, as to each matter the stockholder proposes to bring before the annual meeting, the information required by our bylaws.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information concerning the beneficial ownership of the shares of our common stock as of March 31, 2014,2017, by:

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o RadNet, Inc., 1510 Cotner Ave., Los Angeles, CA 90025.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 41,117,82347,216,929 shares of common stock outstanding on March 31, 2014.2017. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (the “SEC”). In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 31, 2014.2017. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

_______________

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the Annual Meeting, all directors will be elected for a term expiring at the next annual meeting of stockholders to be held after their election, subject to earlier resignation or removal. Our Board of Directors, in accordance with our bylaws, has determined that the authorized number of directors shall be seven. Based on the recommendation of our Nominating and Governance Committee, our Board of Directors has nominated the seven individuals set forth below for election.

Voting on the election of directors is considered a non-routine matter, and the persons named in the accompanying proxy will not have the authority to vote on this proposal unless instructed to do so by the beneficial owner or their duly instructed bank, broker or nominee. Each of the nominees below is currently a director of the Company and has consented to serve if elected, and we have no reason to believe that any of these nominees will be unable to serve. If any nominee becomes unavailable or unable to serve before the Annual Meeting, the Board of Directors may determine to leave the position vacant, reduce the number of authorized directors or designate a substitute nominee. If a substitute nominee is named, then the persons named as proxies will have full discretion and authority to vote or refrain from voting for such substitute nominee in their discretion.

The following paragraphs include information that each of the seven nominees has provided to us about the positions he currently holds, his principal occupation and experience for the past five years, and the other companies infor which he currently serves as a director or has served as a director during the past five years. In addition, the information below includes each nominee’s specific experience, qualifications, attributes and skills that led our Board of Directors to conclude that each nominee should serve as a director.

Nominees for Director

The names of the director nominees, their ages as of March 31, 20142017, and other information about them are set forth below.

Howard G. Berger, M.DM.D.. has served as President and Chief Executive Officer of our Company and its predecessor entities since 1987. Dr. Berger is also the president or co-president of the entities that own Beverly Radiology Medical Group, or BRMG.  He beganreceived his career in medicineM.D. at the University of Illinois Medical School, is Board Certified in Nuclear Medicine and trained in an Internal Medicine residency, as well as in a mastersmaster’s program in medical physics in the University of California system. Dr. Berger is also the president or co-president of the entities that own Beverly Radiology Medical Group, or BRMG. Dr. Berger brings senior business leadership skills to our Board of Directors derived from his more than 2530 years of experience in the development and management of the Company.

Marvin S. Cadwell served as a director of Radiologix, Inc. between June 2002 and November 2006, until its acquisition by the Company. He was appointed Chairman of the Board of Radiologix in December 2002 and served as Chairman of the Nominations and Governance Committee of the Board of Radiologix. He was the Radiologix interim Chief Executive Officer from September 2004 until November 2004. From December 2001 until November 2002, Mr. Cadwell served as Chief Executive Officer of SoftWatch, Ltd., an Israeli based company that provides Internetinternet software. Mr. Cadwell previously served as a director of ChartOne, Inc., a private company that provides patient chart management services to the healthcare industry, from 2003 until September 2008 when it was acquired. Mr. Cadwell has experience as an executive officer of several companies in the healthcare industry and has served as an executive officer and consultant for several privately held organizations. He brings to our Board of Directors a strong background in operating management of various organizations. Mr. Cadwell has been a member of our Audit Committee since 2007, and a member of our Nominating and Governance Committee since 2011.2011 and a member of our Compensation and Management Development Committee since 2014.

John V. Crues, III, M.DM.D.. is a world-renowned radiologist. Dr. Crues has served as our Vice President and Medical Director since 2000. Dr. Crues received his M.D. at Harvard University, completed his internship at the University of Southern California in Internal Medicine, and completed a residency at Cedars-Sinai in Internal Medicine and Radiology. Dr. Crues has authored numerous publications while continuing to actively participate in radiological societies such as the Radiological Society of North America, American College of Radiology, California Radiological Society, International Society for Magnetic Resonance Medicine and the International Skeletal Society. Dr. Crues is also currently Co-President of Pronet Imaging Medical Group, a director of BRMG and owns a controlling interest in the threesix medical groups which provide professional medical services at our imaging facilities located in New York, New York. Dr. Crues plays a significant role as a musculoskeletal specialist for many of our patients as well as a resource for physicians providing services at our facilities and his active participation in radiological societies gives our Board of Directors access to thought leadership in the field of radiology.

Norman R. Hames has served as an executive officer of RadNetthe Company since 1996 and currently serves as our Executive Vice President, Chief Operating Officer-Western Operations and Corporate Secretary. Applying his more than 20 years of experience in the industry, Mr. Hames oversees all aspects of our California facility operations. His management team, comprised of regional directors, managers and sales managers, is responsible for responding to all of the day-to-day concerns of our California facilities, patients, payors and referring physicians. Prior to joining our Company, Mr. Hames was President and Chief Executive Officer of his own company, Diagnostic Imaging Services, Inc. (which we acquired), which owned and operated 14 multi-modality imaging facilities throughout Southern California. Mr. Hames gained his initial experience in operating imaging centers for American Medical International, or AMI, and was responsible for the development of AMI’s single and multi-modality imaging centers. Mr. Hames brings business leadership skills from his experience as President and Chief Executive Officer of his own company and has a 20-year background in the day-to-day operations of imaging centers.

Lawrence L. Levitt is a certified public accountant and received his MBA in Accounting from the University of California Los Angeles. Since 1987, Mr. Levitt has been the President and Chief Financial Officer of Canyon Management Company, a company which manages a privately held investment fund. Mr. Levitt brings to our Board of Directors extensive financial accounting experience and is an audit committee financial expert under the SEC rules. Mr. Levitt has been a member of our Audit Committee since March 2005 and a member of our Nominating and Governance Committee since January 2011. Mr. Levitt has served as the chairChair of our Compensation and Management Development Committee since 2007.

Michael L. Sherman, M.D., F.A.C.R., served as a director of Radiologix between 1997 and November 2006, until its acquisition by the Company. He founded and served as President of Advanced Radiology, P.A., a 90-person radiology practice located in Baltimore, Maryland, from its inception in 1995 to 2001, and subsequently as its board chairman and a consultant until his retirement from active clinical practice in 2005. In addition, Dr. Sherman was a director of MedStar Health, a ten-hospital system in the Baltimore-Washington, D.C. area from 1998 until 2006 and served as a director of Medstar’s captive insurance company until 2011. Dr. Sherman has trained as a mediator and serves as president of Medical Mediation, LLC through which he has mediated professional liability and business cases. He was a director of HX Technologies, a healthcare IT private company, from 2006 until its sale in 2010. Dr. Sherman has broad experience in the medical and business aspects of radiology as a board member and chairman of various companies in the healthcare industry. Effective JanuaryIn 2011, Dr. Sherman was elected to serve as the chair of our Nominating and Governance Committee and has been a member of our Compensation and Management Development Committee since 2007.

David L. Swartz is a certified public accountant with experience providing accounting and advisory services to clients. Mr. Swartz served as a member of the boardBoard of directorsDirectors of the California State Board of Accountancy until November 2012 and previously served as president. Prior to 1993,1988, Mr. Swartz served as managing partner and was on the national boardBoard of directorsDirectors of a 50 office international accounting firm. Between 19931990 and 2008, Mr. Swartz served as the managing partner of Good, Swartz, Brown & Berns LLP which was acquired by J.H. Cohn LLP in 2008. From 2008 to 2010, Mr. Swartz served as a partner at J.H. Cohn LLP. Since 2010, Mr. Swartz has owned and continues to operate his own consulting services firm. Mr. Swartz is also a formerserved as chief financial officer of a publicly held shopping center and development company.company from 1988 to 2000. Mr. Swartz brings to our Board of Directors extensive public financial accounting experience and is an audit committee financial expert under the SEC rules. Effective JanuaryIn 2011, Mr. Swartz was appointed as Lead Independent Director and has been the chairChair of our Audit Committee since 2004. In addition, Mr. Swartz has been a member of our Compensation and Management Development Committee since 2007 and a member of our Nominating and Governance Committee since 2011.

There are no family relationships between any nominees orand executive officers of our Company, and there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was or is selected as a director or nominee.

Vote Required

The nominees who receive the highest number of votes represented by shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting will be elected.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION
TO THE BOARD OF ALL OF THESE NOMINEES

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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 monitorsevaluates their performance.

Meetings of the Board of Directors and Board Committees

Our Board of Directors meets at least quarterly and during calendar year 2013,2016, held sixfive meetings and took action by written consent on two occasions.one occasion. Each of the current directors serving in 20132016 attended at least 75% of the total number of meetings of the Board of Directors and applicable committees that each director was eligible to attend. We, as a matter of policy, encourage our directors to attend meetings of stockholders but we do not require attendance. ThreeTwo of the seven directors attended the 20132016 Annual Meeting of Stockholders.

Board Leadership Structure

The Chairman of the Board of Directors also serves as our Chief Executive Officer. Our Board of Directors has determined that itsthis leadership structure is appropriate and effective.effective for our Company. Our Board of Directors believes that having a single individual serve as both chairChairman of the Board and chief executive officerChief Executive Officer fosters an important unity of leadership between our Board of Directors and our management team, provides clear accountability and promotes strategic development and execution. Our Board of Directors further believes that the combination of the offices facilitates the organization and efficiency of boardBoard meetings overduring the calendar year by permitting the Chief Executive Officer to develop a thoughtful and comprehensive agenda for review by our Board of Directors of the issues and matters most critical to the Company and to guide the review process in a manner that will assure efficient use of the time available to our Board of Directors. This structure effectively utilizes the Chief Executive Officer’s knowledge of our Company and the industry in which we operate, as well as fostering greater communication between management and our directors which producesproducing a greater degree of transparency amongbetween management and our directors. Dr. Berger co-founded RadNet in 1980 and has served as Chairman of the Board and Chief Executive Officer for 30 years.

Mr. Swartz serves as Lead Independent Director.Director of the Board of Directors. In this capacity, Mr. Swartz serves as chairmanChairman 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 togethercollaboratively with the chairmanChairman of the Compensation and Management Development 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.

Four of the seven members of our Board of Directors are independent directors and all ofonly those individuals may serve on the committees of our Board of Directors. Our Chairman and Chief Executive Officer does not serve on any committee. Our Board of Directors holds regular executive sessions outside the presence of the Chief Executive Officer and other management, which our Board of Directors believes promotes appropriate independent leadership.

Board Role in Risk Oversight

While risk management is primarily the responsibility of our management, the Board of Directors does havealso assumes an oversight role in managing the Company’s risk. A fundamental part of risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for our Company. In reviewing our strategy, business plan, budgets and historical and anticipated future major transactions, the Board of Directors considers, among other factors, the risks theour Company faces, and how such risks can be managed.Ourappropriately managed. Our senior management regularly reports to the Board of Directors on areas of material risk, including operational, financial, legal and strategic risks, which enableenables the Board of Directors to understand management’s views onand strategies regarding risk identification, risk management and risk mitigation strategies. Whilemitigation. In addition to the oversight role assumed by the full Board of Directors, has an oversight role in managing our risk, various committees of the Board of Directors also have responsibility for risk management. The Director of Internal Audit reports directly to our Audit Committee on areas of material financial risk, including internal controls, and the Audit Committee reports to the full Board of Directors on risks identified by the Director of Internal Audit that the Audit Committee believes areto be material. In addition, the Compensation Committee oversees the risks associated with our compensation policies and practices.

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.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 Marvin S. Cadwell, Lawrence L. Levitt, Michael L. Sherman, M.D. and David Swartz each qualifyqualifies as an independent directorsdirector in accordance with the NASDAQ and the SEC rules. Each of Howard G. Berger, M.D., John V. Crues, III M.D., and Norman R. Hames is an executive officer of our Company and therefore they dodoes not qualify as an independent directors.director under the NASDAQ and the SEC rules.

Director Nomination Process

The Nominating and Governance Committee is responsible for identifying and evaluating director candidates and has the authority to employ a third party search firm to assist in this process if the Nominating and Governance Committee determines that such assistance is needed. The Nominating and Governance Committee considers stockholder nominees if such nominations have been made in accordance with our bylaws and will evaluate candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Governance Committee. Stockholder recommendations may be submitted to the Nominating and Governance Committee in care of the Corporate Secretary at the address set forth below under “Communication with Our Board of Directors.” No director candidates have been put forward by a stockholder or group of stockholders who beneficially owned more than five percent of our stock.

The Nominating and Governance Committee recommends nominees to the Board of Directors for election after carefully considering all candidates, taking into account all factors the committeeCommittee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, diversity of viewpoint, and industry knowledge and the minimum qualifications as specifiedset forth in the Nominating and Governance Committee Charter.

Our Board of Directors does not have a formal policy with regard to the consideration of diversity in the identification of director nominees. However, as part of theits evaluation of boardBoard composition, the Nominating and Governance Committee considers the diversity of candidates to ensure that our Board of Directors is comprised of individuals with a broad range of experiences and backgrounds (including, among other things, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge) who can contribute to the board’sBoard’s overall effectiveness in carrying out its responsibilities and who can represent diverse viewpoints on our Board of Directors. The Nominating and Governance Committee assesses the effectiveness of ourthese efforts when annually evaluating the composition of the Board of Directors as part of the annual nomination process.

Clawback Policy

In April 2017, the Board adopted the Company’s “Policy on Recoupment of Compensation” (the “Clawback Policy”). The purposes of the Clawback Policy are to deter both financial/accounting irregularities with respect to Company financial statements and also misconduct by Company senior executives. The Policy will generally be administered by the Compensation Committee (referred to in the Clawback Policy as the “Committee”) although the Board may also serve as the Committee or nominate another committee to serve in such role. The Committee may also act in conjunction with the Board’s Audit Committee. Company officers and other designated key employees (collectively, “Senior Executives”) will be subject to the terms and conditions of the Clawback Policy and such persons shall continue to be so covered by the Clawback Policy until the third anniversary of their cessation in serving as a Senior Executive.

Under the Clawback Policy, if the Company restates any financial statements previously filed with the SEC (other than due to a change in accounting policy), then the Committee shall review Senior Executive performance-based compensation to determine if the restated financial results would have resulted in a lesser amount of compensation being paid. The Committee may take certain actions to recoup performance-based compensation from the Senior Executives that exceeded the amount that would have been paid under the restated financial results. Such actions may also include cancellation of equity compensation awards. Performance-based compensation that was paid or earned more than three years prior to the date of discovery of the financial/accounting irregularity would generally not be subject to recoupment under the Clawback Policy.

Additionally, if a Senior Executive is determined to have committed “Misconduct” (as defined under the Clawback Policy), then the Committee make take such remedial actions as it determines are appropriate with respect to the Senior Executive including, among other things, recoupment or cancellation or reimbursement of incentive compensation, adjustment of future compensation, and/or disciplinary actions including termination of employment (with concurrence of the Board).

Code of Financial Ethics

We have adopted a written codeCode of financial ethicsFinancial Ethics applicable to our directors, officers and employees which was recently updated as of April 2015 and is designed to deter wrongdoing and to promote:

You may obtain a copy of our Code of Financial Ethics on our website atwww.radnet.com under Investors —Investor Relations – Corporate Governance. The Board of Directors has designated that the Audit Committee isto be responsible for reviewing the Code of Financial Ethics and amending as necessary.making any appropriate updates or amendments. Any such updates or amendments will be publicly disclosed on our website.

Committees of the Board of Directors

We have three standing committees: the Audit Committee, the Compensation and Management Development Committee and the Nominating and Governance Committee. The committees are comprised entirely of independent directors. The membership of each committee is as follows, with the chairperson listed first and denoted with an asterisk:

Audit Committee

The Audit Committee meets periodically, butand at least once a quarterquarterly, to review the Company’s financial statements and the adequacy of and compliance with the Company’s internal and external financial reporting processes. The Audit Committee heldfourmeetingsheld four meetings in 2013.2016.

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

The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter. The Audit Committee is required to review the charter at least annually and modify it as needed. The Audit Committee Charter can be found on our website atwww.radnet.comunder Investors —Investor Relations – Corporate Governance.

The Board of Directors has determined that all members of the Audit Committee are independent and financially literate. Further, the Board of Directors has determined that each of Mr. Swartz and Mr. Levitt possesspossesses the requisite accounting and financial management expertise required under the NASDAQ Marketplace Rulesrules and each qualifies as an “audit committee financial expert” as defined under the applicable SEC rules.

Compensation and Management Development Committee

TheBeginning in 2017, the Compensation and Management Development Committee meets at least two times annually and is responsible for approving the compensation of executive officers and certain senior management and overseeing the Company’s management development programs, performance assessment of senior executives and succession planning. The Compensation and Management Development Committee held one meetingtwo meetings in 20132016 and took action by written consent on three occasions.

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

As noted in the Compensation Discussion and Analysis section below, certain executive officers receive compensation from an affiliate of BRMG. Our relationship with BRMG is described in further detail under “Certain Relationships and Related Party Transactions – Related Party Transactions” below. The process employed by the Compensation and Management Development Committee in determining the appropriate compensation of executive officers is the same regardless of whether payments are made by the Company or an affiliate of BRMG.

The responsibilities of the Compensation and Management Development Committee are more fully described in the Compensation and Management Development Committee Charter. The Compensation and Management Development Committee is required to review the charter annually and, as it deems appropriate, make recommendations of any proposed changes to the Board of Directors for approval. The Compensation and Management Development Committee Charter can be found on our website atwww.radnet.com under InvestorsInvestor Relations — Corporate Governance.

Nominating and Governance Committee

The Nominating and Governance Committee meets as frequently as circumstances dictate, but not less than onceand beginning in 2017, at least twice a year,year. The Nominating and Governance Committee is responsible for identifying, evaluating and recommending qualified potential candidates to serve on the Board of Directors and its committees, coordinating the process for the Board of Directors to evaluate its performance and overseeing matters of corporate governance. The Nominating and Governance Committee held one meeting in 2013.2016.

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

The responsibilities of the Nominating and Governance Committee are more fully described in the Nominating and Governance Committee Charter. The Nominating and Governance Committee is required to regularly review the charter and recommend changes as it deems appropriate. The Nominating and Governance Committee Charter can be found on our website atwww.radnet.com under InvestorsInvestor Relations — Corporate Governance.

COMMUNICATION WITH OUR BOARD OF DIRECTORS

Stockholders may communicate with our Board of Directors through the Corporate Secretary by writing to the following address: Board of Directors, c/o Corporate Secretary, RadNet, Inc., 1510 Cotner Avenue, Los Angeles, CA 90025. The envelope containing such communication should contain a clear notation that the letter is “Stockholder-Board Communication” or “Stockholder-Director Communication” or a similar statement to indicate it is intended for the Board of Directors. All such communications must clearly indicate the author as a stockholder and state whether the intended recipients are all members of the Board of Directors or just certain specified directors.

Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation and Management Development Committee are listed under “Board of Directors and Corporate Governance — Committees of the Board of Directors.” No member of the Compensation and Management Development Committee has had a relationship with our Company or any of our subsidiaries other than as directorsa director and stockholdersstockholder and no member has been an officer or employee of our Company or any of our subsidiaries, a participant in a “related person” transaction or an executive officer of another entity where one of our executive officers serves on the boardBoard of directors.Directors.

Section 16(a) Beneficial Ownership Reporting ComplianceSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Based solely on copies of these reports provided to us and written representations that no other reports were required, we believe that these persons timely met all of the applicable Section 16(a) filing requirements during the fiscal year ended December 31, 20132016, except that Mr. Swartz failedthe Form 4 filed by Norman Hames on December 13, 2016 was not timely filed as to timely file one report relating to a transaction that took place during the fiscal year ended December 31, 2012.

��transaction.

Executive OfficersEXECUTIVE OFFICERS

The names of our current executive officers, their ages as of March 31, 2014,2017, and their positions are shown below. Biographical summaries of each of our executive officers who are not also members of our Board of Directors are included below.

Stephen M. Forthuberbecame our Executive Vice President and Chief Operating Officer for Eastern Operations subsequent to our acquisition of Radiologix, Inc. He joined Radiologix in January 2000 as Regional Director of Operations, Northeast. From July 2002 until January 2005 he served as Regional Vice President of Operations, Northeast and from February 2005 until December 2005 he was Senior Vice President and Chief Development Officer for Radiologix. Prior to working at Radiologix, Mr. Forthuber was employed from 1982 until 1999 by Per-Se Technologies, Inc. and its predecessor companies, where he had significant physician practice management and radiology operations responsibilities. Mr. Forthuber received a B.A. in Business Administration from the College of William and Mary in Virginia.

Jeffrey L. Linden joined us in 2001 and currently serveshas served as our Executive Vice President and General Counsel.Counsel since 2001. Prior to joining us, Mr. Linden had been engaged in the private practice of law. He has lectured before numerous organizations on various topics, including the California State Bar, the American Society of Therapeutic Radiation Oncologists, the California Radiological Association, and the National Radiology Business Managers Association. Mr. Linden received his J.D. and undergraduate degree from the University of California, Los Angeles.

Michael Murdock has served as our Executive Vice President and Chief Development Officer since 2007. Mr. Murdock has spent the majority of his career in senior financial positions with healthcare companies, ranging in size from venture-backed startups to multi-billion dollar corporations, including positions with American Medical International and its successor American Medical Holding, Inc., a publicly traded owner and operator of acute care facilities that was acquired by National Medical Enterprises, now Tenet Healthcare.Healthcare (NYSE: THC). From 1999 through 2004, Mr. Murdock served as Chief Financial Officer of Dental One, a venture capital-backed owner and operator of 48 dental practices in Texas, Arizona, Colorado and Utah. From 2005 to 2006, Mr. Murdock served as Chief Financial Officer of Radiologix and joined us following the Radiologix acquisition. Mr. Murdock began his career in 1978 as an auditor with Arthur Andersen after receiving a B.S. degree from California State University, Northridge.

Mital Patelhas served as our Executive Vice President of Financial Planning and Analysis since 2016. Mr. Patel has over a decade of senior healthcare management experience, and prior to joining us, he was a Director of Physician Liaison for Truxtun Radiology, where he helped grow practice revenue, managed operation initiatives and Quality Compliance measures and assisted in managing Truxtun’s acquisition by RadNet. Mr. Patel has also been very active in the community, having held board seats in several non-profit organizations. Mr. Patel began his career with us in 2010 after receiving a B.A. degree in Business Administration from California State University in Bakersfield.

Mark D. Stolper has served as our Executive Vice President and Chief Financial Officer since July 2004 and prior to that was an independent member of our Board of Directors. Prior to joining us, he had diverse experiences in investment banking, private equity, venture capital investing and operations. Mr. Stolper began his career as a member of the corporate finance group at Dillon, Read and Co., Inc., executing mergers and acquisitions, public and private financings, and private equity investments with Saratoga Partners LLP, an affiliated principal investment group of Dillon Read. After Dillon Read, Mr. Stolper joined Archon Capital Partners, which made private equity investments in media and entertainment companies. Mr. Stolper also worked for Eastman Kodak, where he was responsible for business development for Kodak’s Entertainment Imaging subsidiary ($1.5 billion in sales). Mr. Stolper was also co-founder of Broadstream Capital Partners, a Los Angeles-based investment banking firm focused on advising middle market companies engaged in financing and merger and acquisition transactions. Mr. Stolper is currentlywas a member of the board of directors and audit committee for On Track Innovations, Ltd. (NASDAQ: OTIV) as well as a privately held provider of outpatient rehabilitation, and is Chairman of the Board for a private telemedicine and eHealth provider.from December 2012 until December 2016. He was previously a member of the board of directors and audit committee for Metropolitan Health Networks, Inc. (NYSE: MDF) from April 2010 until its sale in December 2012, and a was a member of the board of directors for a privately held entertainment company providing discount ticketing services and branded event merchandising.merchandising and was Chairman of the board for a private telemedicine and eHealth provider. Mr. Stolper graduated with a liberal arts degree from the University of Pennsylvania and a finance degree from the Wharton School. Additionally, Mr. Stolper earned a postgraduate Award in Accounting from the University of California, Los Angeles.

Our officers are elected annually and serve at the discretion of the Board of Directors. There are no family relationships among any of our executive officers and directors.

Certain Relationships and RelatedCERTAIN RELATIONSHIPS AND RELATED PARTY TransactionsTRANSACTIONS

Review and Approval of Related Party Transactions

As a matter of policy, the Board of Directors reviews any transaction in which we are proposed to be a party, directly or indirectly, and any director has a material financial interest in the transaction or any of the following persons or entities is or is entitled to be a party, directly or indirectly, to the transaction or any director has a material financial interest in the transaction: (i) any of our executive officers or any related person of any such officer or a director, (ii) any person or entity of which the executive officer or director or any related person is the owner of more than 5% of the securities, (iii) any person or entity that controls one or more of the persons specified in subparagraph (ii) or a person that is controlled by, or is under common control with, one or more of the persons specified in subparagraph (ii), or (iv) an individual who is a general partner, principal or employer of a director. Additionally, any transaction which would be required to be disclosed pursuant to Item 404 of Regulation S-K is reviewed by the Board of Directors.

Related Party Transactions

Howard G. Berger, M.D., is our President and Chief Executive Officer, a member of our Board of Directors, and is deemed to be the beneficial owner, directly and indirectly, of approximately 13.12% of our outstanding common stock as of March 31, 2014. Dr. Berger also owns, indirectly, 99% of the equity interests in BRMG. BRMG providesis responsible for all of the professional medical services at 101nearly all of our facilities located in California under a management agreement with us, and employs physicians or contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We generally obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups.BRMG is a partnership of ProNet Imaging Medical Group, Inc., Breastlink Medical Group, Inc. and Beverly Radiology Medical Group, Inc., each of which is 99% or 100% owned by Dr. Berger. In 2013,2016, Dr. Berger received $500,000 of his salary and his entire bonus payment from an affiliate of BRMG. Dr. Berger also owns a controlling interest in two medical groups that provide professional medical services to one of our imaging facilities located in Manhattan, New York.We believe that physicians are drawn to BRMG and the other radiologist groups with whom we contract by the opportunity to work with the state-of-the-art equipment we make available to them, as well as the opportunity to receive specialized training through our fellowship programs, and engage in clinical research programs, which generally are available only in university settings and major hospitals.

We have a management agreement with Beverly Radiology Medical Group, III, or BRMG III, that expires on January 1, 20152024 but includes an automatic renewal for consecutive 10-year periods. Under our management agreement, BRMG III pays us, as compensation for the use of our facilities and equipment and for our services, a percentage of the gross amounts collected for the professional services it renders. The percentage, which was 79%,78% at December 31, 2013,2016, is adjusted annually, if necessary, to ensure that the parties receive fair value for the services they render. In operation and historically, the annual revenue of BRMG III from all sources closely approximates its expenses, including Dr. Berger’s compensation, fees payable to us and amounts payable to third parties. For administrative convenience and in order to avoid inconveniencing and confusing our payors, a single bill is prepared for both the professional medical services provided by the radiologists and our non-medical, or technical, services, generating a receivable for BRMG. BRMG III. BRMG III is a guarantor under our first and second lien term loan facility,facilities, as amended, and revolving credit facility and under our new second lien term loan facility entered into in March 2014.facility.

John V. Crues III, M.D. is our Medical Director, a member of our Board of Directors and a 1% owner of BRMG. Dr. Crues receives all of his salary from BRMG. In 2013,2016, Dr. Crues received a fixed base salary amount of $500,000 and was also entitled to 10%12% of the revenues from certain programs Dr. Crues administers for BRMG, for a total salary of $588,071.79.$543,148. Dr. Crues also owns a controlling interest in threesix medical groups that provide professional medical services to some of our imaging facilities located in Manhattan and Brooklyn, New York, two of which we acquired as part of our December 31, 2012 acquisition of Lenox Hill and one in connection with our August 1, 2013 acquisition of Manhattan Diagnostic Radiology.York.

Cohen & Lord, a professional corporation, a law firm with which Mr. Linden is associated, received $190,158$668,000 in fees for the year ended December 31, 2013.2016. Mr. Linden has specifically waived any interest in the fees paid to Cohen & Lord by RadNet since becoming an officer of RadNet in 2001.

We use World Wide Express, a package delivery company owned 75% by Mr. Hames, a director and our Western Operations chief operating officer, to provide delivery services for us. The rates charged by World Wide Express are very competitive with those charged by other third-party package delivery companies. During the year ended December 31, 2013,2016, we paid approximately $955,000$670,000 to World Wide Express for those services. At December 31, 2016 we had outstanding amounts due to World Wide Express of $273,000. However, Mr. Hames’ interests in World Wide Express terminated on December 31, 2016.

On June 1,In March 2008 and August 2009, we entered into a 10-year operating lease for a building at oneJoseph Berman, who is the brother-in-law of our imaging centers locatedMr. Linden, purchased interests in Wilmington,three properties in Delaware in which our Senior Vice President of Materials Management is a 50% owner.that the Company leases. The monthly rent under this operating leasethese leases is approximately $25,000.$34,000, $27,000 and $28,000. We believe that the monthly lease amount is in lineamounts are commensurate with available leases with similar 10-year lease contracts availableterms for comparable buildings in the area.

Indemnification Agreements

We have indemnification agreements with each of our directors and certain of our officers in addition to provisions which are reflected in our certificate of incorporation and bylaws whichthat require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*

The Audit Committee of the Board of Directors is comprised entirely of independent directors who meet the independence requirements of NASDAQ and the SEC. The Audit Committee operates pursuant to a charter that is available on our website atwww.radnet.com under Investors —Investor Relations – Corporate Governance.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. Our independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

In performing its responsibilities, the Audit Committee has reviewed and discussed with management and Ernst & Young, the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2013.2016. The Audit Committee has also discussed with Ernst & Young matters required to be discussed by Statement on Auditing Standards 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed Ernst & Young’s independence with Ernst & Young.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of RadNet, Inc. be included in the Company’s annual report on Form 10-K for the year ended December 31, 20132016 for filing with the SEC. The Audit Committee has also reappointed Ernst & Young to serve as independent auditors for the fiscal year ending December 31, 2014,2017, and requested that this appointment be submitted to our stockholders for ratification at their annual meeting.

Submitted by the Audit Committee:

David L. Swartz, Chair

Marvin S. Cadwell

Lawrence L. Levitt

_______________

* The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date of this proxy statementProxy Statement and irrespective of any general incorporation language therein.

COMPENSATION DISCUSSION AND ANALYSIS

This discussion describes our compensation program for our Named Executive Officers and has been divided into the following sections:

Executive Summary: summarizes our 20132016 executive compensation program.

Compensation Philosophy: describes the principles forming the foundation of our compensation and benefits programs for executives.

Board Process: describes the processes, participants and tools that help us make compensation decisions for our Named Executive Officers.

Elements of Executive Compensation: describes the various components of the compensation that may be awarded to each of our Named Executive Officers.

20132016 Stockholder Advisory Vote on Executive Compensation: describes the outcome of the 20132016 advisory stockholder vote regarding the approval of the compensation for our Named Executive Officers.

20132016 Compensation Determinations: describes the compensation decisions for each of our Named Executive Officers for the fiscal year ended December 31, 2013.2016.

20142017 Compensation Determinations: describes the compensation decisions for each of our Named Executive Officers for the fiscal year ending December 31, 2014.2017.

Risk Consideration in Our Compensation Programs: describes the concept of risk as it relates to our compensation program.

Executive Summary

During 2016 we focused on strengthening our positions in the key markets of California and New York through small scale acquisitions and consolidation of facilities. In addition, we formed two new joint ventures with major hospitals to leverage our proven ability to provide management, technical, and accounting services.

We compensate our executive officersNamed Executive Officers generally through a mix of base salary, cash bonus and equity compensation. Our executive compensation program is designed to attract, retain and motivate talented executive officers who are capable of providing leadership, vision and execution necessary to achieve our business objectives. We actively seek to foster an environment that aligns the interests of our executive officersNamed Executive Officers with the creation of stockholder value through our equity compensation program. A cash bonus may also be paid to a Named Executive Officer at the discretion of the Compensation and Management Development Committee.Officer.

Compensation decisions are determined by our CompensationOur Named Executive Officers for fiscal year 2016 were:

Howard G. Berger, M.D. – President and Management Development CommitteeChief Executive Officer (our principal executive officer)

Mark D. Stolper – Executive Vice President and are not based on benchmarking against specific peer companies. For the year ended December 31, 2013, the CompensationChief Financial Officer (our principal financial officer)

Jeffrey L. Linden – Executive Vice President and Management Development Committee did not retain any outside advisors or compensation consultants. General Counsel

Norman R. Hames – Executive Vice President and Chief Operating Officer – Western Operations

Stephen M. Forthuber – Executive Vice President and Chief Operating Officer – Eastern Operations

The Compensation and Management Development Committee actively engages in dialogue with the Chief Executive Officer (who is also a member of our Board) concerning executive performance and compensation. Generally, salary adjustmentsapproved cash bonuses and equity compensation grants for all Named Executive Officers, except forawards in early January 2016 based on the Chief Executive Officer, are based uponCommittee’s discretionary assessment of the recommendationCompany’s financial and operational performance of our Chief Executive Officer, with the Compensation and Management Development Committee retaining ultimate authority to accept, reject or modify such recommendation.

year most recently completed. The Named Executive Officers for fiscal 2013 were: Howard G. Berger, M.D.; Mark D. Stolper; Jeffrey L. Linden; Norman R. Hames; and Stephen M. Forthuber.

In December 2012, the Compensation and Management Development Committee elected not to increase base salarysalaries for the Named Executive Officers in 2013,for 2016, and in lieu thereof, determinedelected to issueestablish a maximum amount for any discretionary cash bonusesbonus and equity bonus to be paid to each of the Named Executive Officers. Subject to the guidelines set by the Compensation and Management Development Committee and based on the superior performance of the Company in 2015, Dr. Berger, as the Chief Executive Officer, elected to award discretionary cash and equity incentives in January 2016 to each of the other Named Executive Officers as shown in the below table. The below amounts were equal to the maximum amounts permitted by the Compensation and Management Development Committee’s guidelines. Additionally, in December 2016, Dr. Berger and the Compensation and Management Development Committee elected to award the maximum cash bonus and restricted stock grantsgrant amounts to certaineach of the Company’s Named Executive Officers that together,based upon fiscal year 2016 performance. Similarly, in December 2016, the aggregate, wereCompensation and Management Development Committee awarded Dr. Berger a discretionary cash bonus equal to approximately fifty percent120% of their current salaries. Therefore, on January 2, 2013 in accordance withhis base salary, or $1,200,000. This was intended to reward him for fiscal year 2016 performance.

The grant date of the Company’s policy for when it generally issues equity compensation awards, each of Messrs. Stolper, Hames and Forthuber were awarded restricted stock grantsawards was January 4, 2016 and the closing price of 50,000 sharesa share of ourCompany common stock and Mr. Lindenon that date was awarded a$6.07. Each restricted stock grant of 55,000 shares of our common stock, all of which vestvests in three equal annual increments with the first installment vesting on the grant date. Additionally, Messrs. Hames, Forthuber, and Stolper each received a cash bonus of $118,750 while Mr. Linden’s cash bonus was $131,250. The cash bonus for Dr. Berger was $375,000.

In November 2013,addition, the Compensation and Management Development Committee decidedalso elected to grant stock options to each Named Executive Officer with the number of shares subject to the option equal to the same number of shares of restricted stock granted. The stock options have an exercise price equal to the closing price ($6.07) of the Company’s common stock on the date of grant (January 4, 2016) and vest in one-third increments on each anniversary of the grant date, beginning on the second anniversary. The extended vesting period (as compared to the two year vesting schedule for the restricted stock grants) further encourages retention of our executives and the creation of stockholder value, since the value of the stock options to the executives is directly conditioned upon future post-grant increases in the share price of the Company’s stock.

The Compensation and Management Development Committee elected not to grant any equity awards to Dr. Berger in January 2016. The Compensation and Management Development Committee determined that the equity interest in the Company owned by HFB Heirs’ Trust, an irrevocable trust for the benefit of Dr. Berger’s children, and which represents more than 13.2% of the Company’s common stock, was sufficient to align Dr. Berger’s interests with other stockholders. On June 29, 2015, HFB Enterprises, LLC, of which Dr. Berger was a co-manager, distributed 5,133,114 shares of the Company’s common stock to the HFB Heirs’ Trust, the sole member of HFB Enterprises, LLC. Dr. Berger does not have any control over the HFB Heirs’ Trust. As a result of the transaction, Dr. Berger does not beneficially own any shares of the Company. As an alternative to an equity award, the Compensation and Management Development Committee awarded Dr. Berger a discretionary cash bonus in January 2016 equal to 143% of his base salary, ofor $1,000,000. The cash bonus amount was intended to reward him for fiscal year 2015 performance.

With respect to equity compensation awarded to the Named Executive Officers for 2014 would remain unchanged, and in lieu thereof, determined to issue cash bonuses inothers, the same amountsCompensation and Management Development Committee acts as the yearadministrator under our stockholder-approved 2006 Equity Incentive Plan, as amended in April 2015 (the “Restated 2006 Plan,” and before as enumerated inamendment, the prior paragraph“2006 Plan”), and Messrs. Hames, Forthuber, Linden and Stolper were each awardedhas the authority under that plan to grant, among other things, restricted stock, grants on January 2, 2014.restricted stock units and stock options.

The Company also pays the premiums for our executive officers’Named Executive Officers’ coverage under our health insurance plans and our Named Executive Officers other than the Chief Executive Officer are provided a monthly car allowance. PerquisitesHowever, perquisites are not a material element of theour executive compensation program.

Compensation Philosophy

The following principles influence and guide the compensation decisions of the Compensation and Management Development Committee:

The Compensation and Management Development Committee Believes in a Pay for Performance Cultureit is Important to Retain the Management Team

At the core of our compensation philosophy is ourthe guiding belief that pay should be directly linkedour management team is an integral component to performancethe Company’s continued success. Equity compensation and cash bonuses are determined and paid at the beginning of the Company. A substantial portionfiscal year with the goal of executive officer compensation is based onrewarding prior year performance and continuing to retain and incentivize our Named Executive Officers to achieve or exceed the Compensation and Management Development Committee’s assessment of an individual’s performance.strategic initiatives set for the year.

Compensation Decisions Should Promote the Interests of Stockholders

Compensation should focus management on achieving strong short-term (annual) performance in a manner that supports and ensures our long-term success and profitability. The Compensation and Management Development Committee believes that stock options and restricted stock create long-term incentives that align the interests of management with the long-term interests of stockholders.

Compensation and Performance Pay Should Reflect Position and Responsibility

Total compensation and accountability should generally increase with position and responsibility. Consistent with this philosophy:

Internal Pay Equity

The Compensation and Management Development Committee believes that internal pay equity is an important factor to be considered in establishing compensation for our executive officers.Named Executive Officers. A formal policy regarding the ratio of total compensation of the Chief Executive Officer to that of the other officers has not been established, but the Compensation and Management Development Committee does review compensation levels to ensure that appropriate pay equity exists. The Compensation and Management Development Committee intends to continue to review internal compensation equity and may adopt a formal policy in the future, if it is determined that such a policy would be appropriate.

Compensation Should be Reasonable and Responsible

It is essential that our overall compensation levels be sufficiently competitive to attract and retain talented leaders and motivate those leaders to achieve superior results. At the same time, we believe that compensation should be set at responsible levels and the Compensation and Management Development Committee periodically reviews market information from external sources or advisors to determine appropriate levels. Our executive compensation programs are intended to be consistent with our focus on controlling costs.

Compensation Disclosures Should be Clear and Complete

The Compensation and Management Development Committee and management believe that all aspects of executive compensation should be clear, comprehensible and promptly disclosed in plain English. The Compensation and Management Development Committee and management believe that compensation disclosures should provide all of the information necessary to permit stockholders to understand our compensation philosophy, our compensation-setting process and how and how much our executives are paid.

Board Process

Compensation and Management Development Committee

The Compensation and Management Development Committee has been delegated the authority by our Board of Directors to approve all compensation and awards to executive officers.Named Executive Officers. With respect to equity compensation awarded to the executive officersNamed Executive Officers and others, the Compensation and Management Development Committee acts as the administrator under our stockholder-approvedthe Restated 2006 Equity Incentive Plan, as amended (the “2006 Plan”), and has the authority under that plan to grant restricted stock or stock options. Generally, equity grants are based upon the recommendation of our Chief Executive Officer, with the

The Compensation and Management Development Committee retaininghas adopted an informal policy pursuant to which each year the Committee determines, based on a number of factors, the aggregate maximum value of restricted stock and cash bonus that may be awarded to each Named Executive Officer and has delegated to the Chief Executive Officer the authority to determine the exact amount of such awards and the combination of cash and equity for the other Named Executive Officers. As discussed further below, commencing with grants issued in January 2016, on the recommendation of the Company’s compensation consultant, the Compensation and Management Committee has also elected to grant stock options to Named Executive Officers. The Compensation and Management Development Committee has ultimate authority, to accept, reject or modify such recommendation.including delegated authority over all aspects of Named Executive Officer compensation, including the base salary for each Named Executive Officer and the overall compensation of the Chief Executive Officer.

Our Compensation and Management Development Committee meets as often as necessary to perform its duties and responsibilities. The Committee meets with the Company’s compensation consultant, as applicable, executive management, including our Chief Executive Officer, and conducts meetings in executive session.

At the end of each year, the Compensation and Management Development Committee considers the Company’s performance as well as the individual’s performance and the performance of the divisions for which they are responsible, as applicable. The Committee engages in an active dialogue with the Chief Executive Officer regarding such performance and the determination of the compensation for the senior executive officers.

The Compensation and Management Development Committee meets in executive session each year to: (i) evaluate the performance of the Named Executive Officers, (ii) set the annual compensation of the Named Executive Officers, and (iii) consider and approve any grants of equity incentive compensation to the Named Executive Officers.

Management’s Role in the Compensation-Setting Process

Management plays a significantManagement’s role in the compensation-setting process. The most significant aspects of which are:process, includes the following:

Our Chief Executive Officer works with the Compensation and Management Development Committee in establishing the agenda for committee meetings. Management also prepares meeting information for each Compensation and Management Development Committee meeting.

Our Chief Executive Officer also participates in committee meetings at the request of the Compensation and Management Development Committee to provide, among other things:

Committee AdvisorsCompensation Consultant

Under its charter, the Compensation and Management Development Committee is granted, where appropriate, the authority to retain outside advisors and compensation consultants. The Company is obligated to pay for the advisors and consultants. These advisors will report directly to the Compensation and Management Development Committee. For the year ended December 31, 2013,

In October 2015, the Compensation and Management Development Committee did not retain anyretained the compensation consulting firm Pearl Meyer & Partners, LLC (“Pearl Meyer”) to serve as its independent outside advisors or compensation consultants.

Benchmarking

Ourconsultant and provide compensation analysis and advice with respect to fiscal year 2016 compensation. The Compensation and Management Development Committee doeselected to retain Pearl Meyer again for the same services with respect to fiscal year 2017 compensation. Pearl Meyer reports directly to the Compensation and Management Development Committee and performs no other work for the Company besides rendering compensation consulting services.

In accordance with its charter, the Compensation and Management Development Committee analyzed whether Pearl Meyer has any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Pearl Meyer; (ii) the amount of fees paid by the Company to Pearl Meyer as a percentage of the firm’s total revenue; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation and Management Development Committee; and (vi) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by the firm. The Committee has determined, based on its analysis of the above factors, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Company has not base its compensation decisions on benchmarking against a specific peer groupcreated any conflict of companies. However,interest. The role of Pearl Meyer and their services are further discussed under the 2016 and 2017 Compensation Determinations and the Director Compensation sections below.

Benchmarking

The Compensation and Management Development Committee recognizes that our compensation practices must be competitive in the marketplace. Therefore, the Compensation and Management Development Committee did consider benchmarking analysis that was performed by Pearl Meyer. The Compensation and Management Development Committee continued to use this analysis with respect to 2017 compensation, and this is generally aware of pay practices at other companiesdiscussed further in our industry. This marketplace information is only one of the many factors that the Committee considers in assessing the reasonableness of compensation.2017 Compensation Determinations section.

Elements of Executive Compensation

Base Salary

Base pay is a critical element of executive compensation. We seek to establish a compensation level that is appropriate recognizing the executive officer’sNamed Executive Officer’s achievements and contributions. Base pay also provides executives with a secure level of monthly income that is not at risk, and our Compensation and Management Development Committee believes that this gives our executive officersNamed Executive Officers the ability to focus on the longer term and avoid the urgency that could otherwise encourage an executive officera Named Executive Officer to take unnecessary risks. In determining base salaries, our Compensation and Management Development Committee considers the executive officer’sNamed Executive Officer’s qualifications and experience, scope of responsibilities and future potential, the executive’s ability to influence the Company’s achievements of targeted results and strategic initiatives, the goals and objectives established for the executive officer,Named Executive Officer, the executive officer’sNamed Executive Officer’s past performance, the general pay practices at other companies in our industry, internal pay equity and the tax deductibility of base salary.

Equity Based Compensation

We believe that equity compensation is the most effective means of creating a long-term link between the compensation provided to officers and other key management personnel with gains realized by our stockholders.

Our equity compensation plans haveplan has been established to provide certain of our employees, including our Named Executive Officers (other than our Chief Executive Officer), with incentives to help align those employees’ interests with the interests of our stockholders. Our equity compensation plans haveplan has provided the principal method for our Named Executive Officers to acquire equity or equity linked interests in our Company.

Beginning in 2012, the Compensation and Management Development Committee elected to use restricted stock awards as the primary equity compensation vehicle for our Named Executive Officers. In connection with this decision, the Compensation and Management Development Committee reviewed the type of equity awards other companies were granting to executive officers and also took into account the various costs associated with differing equity awards and determined that granting restricted stock would serve as a better inducement to retaining our Named Executive Officers. The restricted stock grants generally vest in three equal annual increments, with the first installment vesting on the grant date.

Prior to 2012, However, as discussed below, commencing in 2016 the Compensation and Management Development Committee had opteddetermined to use a mix of restricted stock and stock options as the primaryfor equity compensation vehicle. All stock options incorporatedgrants to the following features:Named Executive Officers.

The Compensation and Management Development Committee uses equity awards, including restricted stock and stock options, as a long-term incentive vehicle because:

InFor fiscal year 2016, in determining the maximum number of options or shares of restricted stock and stock options to be granted to senior executive officers, the Compensation and Management Development Committee takes into accountconsidered the individual’s position, scope of responsibility, ability to affect profits and stockholder value and the individual’s historic and recent performance, the value of the equity awards in relation to other elements of total compensation, internal pay equity and market competitiveness. The Chief Executive Officer considered similar factors as the Compensation and Management Development Committee when determining the number of shares of restricted stock and stock options to be granted to the senior executive officers, within the limitations set by the Compensation and Management Development Committee. The Company has also adopted a general policy of issuing equity awards to senior executive officers on the first business day of January and such equity awards are alsointended to recognizeincentivize those individual’s contributionsindividuals to strive for the prior fiscal year.Company’s continued success.

Discretionary Cash Bonuses

In recent years, in lieu of increasing base salary compensation, we have elected to supplement base salary and equity based compensation with discretionary cash bonus awards generally paid in the beginning of the fiscal year. These discretionary cash bonuses are utilized to assist in retaining our Named Executive Officers and to provide a greater incentive for each to continue to contribute to the long-term success of the Company.

Additional Benefits

Our executive officers, including our Named Executive Officers, participate in other employee benefit plans generally available to all employees on the same terms as similarly situated employees.

Perquisites to our Named Executive Officers are not a material element of our compensation program. We pay the premiums for our Named Executive Officers’ coverage under our health insurance plans and all of our Named Executive Officers other than our chief executive officer are provided a monthly car allowance.

Change in Control and Severance Arrangements

The employment arrangements of our Named Executive Officers provide them with benefits if their employment is terminated under certain circumstances, including termination following a change in control of the Company. The details and amount of these benefits are set forth below under “Compensation of Executive Officers —Potential Payments Upon Termination or Change in Control — Severance Arrangements”; “Compensation of Executive Officers —– Potential Payments Upon Termination or Change in Control —– Severance Arrangements”; “Compensation of Executive Officers – Potential Payments Upon Termination or Change in Control – Change-in-Control Arrangements” and “Compensation of Executive Officers —– Pension Benefits, Nonqualified Defined Contribution and Other Deferred Compensation Plans.” The employment agreements, including the change in control provisions and the right to receive severance, were initially used to attract qualified executive officers and have continued to be used as a way to retain such qualified executive officers. None of our Named Executive Officers are eligible for gross-up payments to cover excise taxes in connection with a change in control termination event.

Nonqualified Deferred Compensation Arrangements

On May 5, 2016, the Board of Directors approved the RadNet, Inc. Nonqualified Deferred Compensation Plan (the “Plan”). The Plan provides the terms and conditions that the Company would generally follow upon permitting an eligible service provider to defer certain portions of his/her compensation. The Compensation and Management Development Committee generally administers the Plan.

The Named Executive Officers, the members of the Board of Directors, and other executives or highly compensated employees of the Company or designated affiliated entities (collectively, “Participants”) who are selected by the Compensation and Management Development Committee in its discretion are eligible to participate in the Plan. Plan Participants have the opportunity to voluntarily elect to defer the timing of payment of base salary, incentive compensation and/or stock units. The Company determines which forms of compensation are eligible for deferral and can prescribe limits on the amount of deferrals. The Company may also, in its discretion, credit a Participant’s account with a Company contribution amount.

Amounts that are deferred, in the case of cash-based deferrals, may also accrue notional investment returns based on the performance of one or more measurement funds selected by the Company and in which the Participant may elect to have portions of his/her cash account hypothetically invested. Deferrals of Company stock units will be settled on a one-for-one basis with Company common shares (or their cash equivalent). The Plan is not funded, Plan payments are made out of the Company’s general assets and Participants are unsecured general creditors of the Company with respect to deferred amounts. However, the Company may, in its discretion, establish a “rabbi trust” to provide the Company with a source of funds for meeting its financial obligations under the Plan.

Participants generally must have submitted their elections to defer compensation before the calendar year in which compensation is earned (except that Participants can make a deferral election within 30 days of their initial eligibility to participate in the Plan). Settlement of deferred amounts will be effected in accordance with the Plan and the applicable deferral election and generally will be paid in either a lump sum or a series of annual installments after the applicable distribution date. Deferred compensation amounts can be paid out on an accelerated basis under certain circumstances including a change in control of the Company. The aggregate amount that could potentially be paid out under the Plan is presently indeterminable and will depend on the amounts and types of deferrals along with the performance of the hypothetical investments and Company stock value.

The Plan is intended to be a “top-hat” plan and is governed by the laws of the state of Delaware except to the extent preempted by ERISA. It is intended that the Plan and any payments thereunder comply with Internal Revenue Code Section (“Code”) 409A, which governs the federal income taxation of nonqualified deferred compensation. The Plan will remain in effect until terminated by the Company but deferred amounts may still, in certain circumstances, remain outstanding in accordance with the applicable deferral elections after Plan termination. In 2016, none of the Named Executive Officers deferred any compensation and the Company made no contributions in connection with such Plan.

Deductibility of Executive Compensation

Our Compensation and Management Development Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that we may not deduct compensation of more than $1,000,000 that is paid in a fiscal year to certain Named Executive Officers. This limitation does not apply to compensation that meets the requirements under Section 162(m) of the Internal Revenue Code for “qualifying performance based” compensation. In this regard, we do intend that stock options granted under our Restated 2006 Plan qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code and therefore are exempt from the $1,000,000 limit. However, our Compensation and Management Development Committee may approve compensation (such as discretionary cash bonuses or time-vesting restricted stock awards) that will not meet these requirements in order to, among other things, ensure competitive levels of total compensation of our Named Executive Officers.

20132016 Stockholder Advisory Vote on Executive Compensation

In June 2013,2016, over 98%97% of the stockholder votes which were cast (including those that abstained and excluding broker non-votes) on the stockholder advisory vote regarding our Named Executive Officers’ compensation were in favor of approving such compensation, reflecting very strong stockholder support for our executive compensation programs. The Compensation and Management Development Committee carefully considered these results and a variety of other information, including the advice of Pearl Meyer, in determining compensation structure and amounts for 2014. After taking into account all of the information the Compensation and Management Development Committee believed was relevant to its review, including the high level of stockholder support based on the advisory vote results, the Compensation and Management Development Committee did not make any significant changes to the structure of the executive compensation plans and programs.2017. Moreover, the Compensation and Management Development Committee, did determinealong with the Chief Executive Officer, on the recommendation of Pearl Meyer, determined to continue to use restricted stock in lieu ofand stock options, with respect to equity compensation awards that it issued in 20142017 as noted below under the heading “2014“2017 Compensation Determinations.”

20132016 Compensation Determinations

In 2015, in lieu of increasing base salaries for Named Executive Officers, the Compensation and Management Development Committee elected to set the maximum amount for any discretionary cash bonus and equity compensation to be awarded to each of the Named Executive Officers (other than the Chief Executive Officer) to equal, in the aggregate, approximately 100% of such Named Executive Officer’s annual base salary. The maximum amount for discretionary cash bonuses and equity compensation was increased in 2015 from the 2014 maximum amounts to support retention and to continue to align the interests of our Named Executive Officers with the creation of stockholder value.

In October 2015, the Compensation and Management Development Committee retained Pearl Meyer as the Company’s compensation consultant to provide services related to executive compensation for fiscal year 2016. During that time, Pearl Meyer reviewed and redesigned the policies surrounding the Company’s compensation program (for further discussion of such policies, please see “2017 Compensation Determinations”). We believe that the policies and philosophies recommended by Pearl Meyer in 2016 remain appropriate for the compensation determinations of fiscal year 2017. The Company retained Pearl Meyer again for fiscal year 2017 as the Compensation and Management Development Committee’s compensation consultant.

In December 2016, subject to the guidelines set by the Compensation and Management Development Committee, Dr. Berger, as the Chief Executive Officer, elected to award each of the above maximum cash bonus and restricted stock grant amounts to Messrs. Stolper, Hames, Forthuber and Linden. As a result, each of Messrs. Hames, Stolper and Forthuber received a restricted stock grant of 37,698 shares of our common stock ($237,500 approximate value based on the $6.30 per share closing price of the Company’s common stock on January 6, 2017), except that with respect to Mr. Stolper, the grant was of restricted stock units because Mr. Stolper timely elected to defer such compensation under the nonqualified Deferred Compensation Plan. Mr. Linden received a restricted stock unit grant of 41,667 shares of our common stock ($262,500 approximate value based on the $6.30 per share closing price of the Company’s common stock on January 6, 2017) because Mr. Linden timely elected to defer such compensation under the Nonqualified Deferred Compensation Plan. Each of Messrs. Hames, Stolper and Forthuber also received stock options (with a ten year maximum term) to purchase up to 37,698 shares of our common stock at a price of $6.30 per share and Mr. Linden received a stock option (with a ten year maximum term) to purchase up to 41,667 shares of our common stock at a price of $6.30 per share. The stock options vest in equal one-third increments on each anniversary of the grant date, beginning with the second anniversary.

The Compensation and Management Development Committee uses its judgment and discretion in determining the amount of base salary for each Named Executive Officer, which is reviewed on an annual basis. In December 2012, the Compensation and Management Development Committee in connection with making a determination regarding base salaries for 2013, agreed with management’s recommendation,elected not to issue, in lieu of increasing salaries, cash bonuses and restricted stock grants to our Named Executive Officers in aggregate amounts equal to approximately 50% of their then-current base salaries. The cash bonuses were paid on December 31, 2012 and are reflected in the Bonus column for 2012 in the Summary Compensation Table under “Compensation of Executive Officers” below. The shares of restricted stock were granted on the first business day in January 2013, which is consistent with the Company’s policy and are reflected in the Stock Awards column for 2013 in the Summary Compensation Table under “Compensation of Executive Officers” below.

Therefore, on January 2, 2013, each of Messrs. Stolper, Hames and Forthuber were awarded restricted stock grants of 50,000 shares of our common stock and Mr. Linden was awarded restricted stock grants of 55,000 shares of our common stock, all of which vest in three equal annual increments with the first installment vesting on the grant date. The Compensation and Management Development Committee decided to make these awards in order to provide each of these Named Executive Officers with a more significant equity stake in the Company and a greater incentive to contribute to our long-term success. Noany equity awards were granted to Dr. Berger who was then already the beneficial owner, directly and indirectly, of approximately 13.14% of our outstanding common stock.in December 2016. The Compensation and Management Development Committee determined that he has a sufficientthe equity interest in the Company owned by HFB Heirs’ Trust, an irrevocable trust for the benefit of Dr. Berger’s children, was sufficient to align his interestDr. Berger’s interests with other stockholders.

In November 2013, On June 29, 2015, HFB Enterprises, LLC, of which Dr. Berger was a co-manager, distributed 5,133,114 shares of the Company’s common stock to the HFB Heirs’ Trust, the sole member of HFB Enterprises, LLC. Dr. Berger does not have any control over the HFB Heirs’ Trust. As a result of the transaction, Dr. Berger does not beneficially own any shares of the Company. As an alternative to an equity award, and consistent with its actions in 2016, the Compensation and Management Development Committee agreedawarded Dr. Berger a discretionary cash bonus in 2017 equal to 120% of his base salary, or $1,200,000. The cash bonus amount was intended to reward him for fiscal year 2016 performance.

2017 Compensation Determinations

As mentioned above, with management’s recommendation, consistentrespect to fiscal year 2017 compensation determinations, Pearl Meyer was retained by the Compensation and Management Development Committee to provide the following services:

Pearl Meyer also attends certain Compensation and Management Development Committee meetings in person or by telephone, including executive sessions as requested, and consults with the previous year,Compensation and Management Development Committee Chair between meetings. Pearl Meyer also reviewed and commented on this executive compensation disclosure and the Named Executive Officer and director compensation tables contained in this Proxy Statement. In September 2016 Pearl Meyer reviewed RadNet’s prior peer group established in 2015 and recommended, and the Compensation and Management Development Committee subsequently approved, a peer group of companies (“Peer Group”) for purposes of reviewing the Company’s executive officer compensation level and structure. The Peer Group includes the following companies:

The following selection criteria was established to issue,identify companies for inclusion in lieuthe Peer Group:

The Compensation and Management Development Committee again elected not to increase base salary for the Named Executive Officers in 2017, and elected to maintain the maximum amount for any discretionary cash bonus and restricted stock grant to be awarded to each of increasing salariesthe Named Executive Officers (other than the Chief Executive Officer) to equal in the aggregate approximately 100% of such Named Executive Officer’s annual base salary. The maximum amount for 2014,discretionary cash bonuses and restricted stock grants in 2017 are intended to support retention and to continue to align the interests of our Named Executive Officers.Officers with the creation of stockholder value. The cash bonusesmaximum amounts for any discretionary bonus and restricted stock grants were the sameset as the year before. Therefore, Messrs. Hames, Forthuber, and Stolper each received a cash bonus of $118,750 while Mr. Linden’s cash bonus was $131,250. The cash bonus for Dr. Berger was $375,000. The cash bonuses are reflected in the Bonus column for 2013 in the Summary Compensation Table under “Compensation of Executive Officers” below.follows:

2014 Compensation Determinations

As statedUpon reviewing the Peer Group data, recommendations presented by Pearl Meyer and in an effort to attain a greater level of parity with the prior paragraph,Peer Group, the Compensation and Management Development Committee determined that salaries would not change for thealso elected to grant to each Named Executive Officers for 2014 and thatOfficer a stock option covering the same number of shares of restricted stock would becontemporaneously granted to such Named Executive Officer. The stock options have an exercise price equal to the closing price ($6.30) of the Company’s common stock on the first business daydate of grant (January 6, 2017) and vest in January 2014, which is consistentequal one-third increments on each anniversary of the grant date, beginning with the Company’s policy.

Therefore, effective January 2, 2014, each of Messrs. Stolper, Hames and Forthuber were awardedsecond anniversary. The extended vesting period (as compared to the two year vesting schedule for the restricted stock grants equalgrants) further encourages retention of our executives and the creation of stockholder value, since the value of the stock options to $125,000 divided by the closing perexecutives is directly conditioned upon future increases in the share price of the Company’s common stock of $1.62 as of such date (77,160 shares) and Mr. Linden was awarded a restricted stock grant equal to $137,500 divided by the closing price of the Company’s common stock as of such date (84,876 shares), all of which vest in three equal annual increments with the first installment vesting on the grant date. The Compensation and Management Development Committee decided to make these awards in order to provide each of these Named Executive Officers with a more significant equity stake in the Company and a greater incentive to contribute to our long-term success. No equity awards were granted to Dr. Berger who was then already the beneficial owner, directly and indirectly, of approximately 13.14% of our outstanding common stock. The Compensation and Management Development Committee determined that he has a sufficient equity interest in the Company to align his interest with other stockholders.

Risk Consideration in Our Compensation Programs

Our Compensation and Management Development Committee reviewed the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate risk taking. We structure our pay to consist of primarily fixed compensation with base salary in cash and non-cash long-term incentive programs. The base salary portionAlthough we do not have requirements or guidelines specifying amounts of compensationownership of RadNet common stock for our Named Executive Officers, we do promote and in recent yearsencourage the cash bonuses granted based on the previous year’s performance are designed to provide a steady income regardlessaligning of their interests with those of our stock price performance, so that our executive officers do not feel pressured to focus exclusively on stock price performance tostockholders by providing them with significant equity awards. As a result, the detriment of other important aspectsownership levels of our business. Our equity incentive grants have traditionally been structuredNamed Executive Officers meet or exceed the typical ownership guidelines established by the marketplace to provide longer term incentives. discourage excessive risk taking.Our Compensation and Management Development Committee believes our compensation programs strike a balance between providing secure compensation (base salaries) as well as appropriate short- and appropriate long-term incentives, such that our executive officers are not encouraged to take unnecessary or excessive risks.

Compensation Committee Report*COMPENSATION COMMITTEE REPORT*

The Compensation and Management Development Committee of the Board of Directors is comprised of independent non-employee directors and operates pursuant to a written charter. A copy of the charter can be viewed by visiting our website atwww.radnet.com and clicking on “Investors”“Investor Relations” and then on “Corporate Governance.” The Compensation and Management Development Committee is responsible for setting and overseeing the administration of the policies governing annual compensation of the Company’s executive officers. The Compensation and Management Development Committee reviews the performance and compensation levels for executive officers, including the Chief Executive Officer, and sets salary levels.

The Compensation and Management Development Committee has reviewed and discussed with RadNet’s management the “Compensation Discussion and Analysis” included in this Proxy Statement. Based upon that review and analysis, the Compensation and Management Development Committee unanimously recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

Submitted by the Compensation and Management Development Committee:

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* The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date of this proxy statementProxy Statement and irrespective of any general incorporation language therein.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our Named Executive Officers:

Annual Compensation

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Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of awards to our Named Executive Officers under our Restated 2006 Plan during 2013.2016.

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We have one long-term equity incentive plan, the Restated 2006 Plan. The Restated 2006 Plan was most recently approved by our stockholders at our annual stockholders meeting on June 11, 2015. Below is a brief summary of the Restated 2006 Plan; however, a more fulsome description is included in Proposal 5 below.

The Restated 2006 Plan permits the discretionary award of incentive stock options (ISOs), nonqualified stock options (NSOs), stock appreciation rights (SARs), restricted stock, restricted stock units, and cash awards. Employees, consultants and Board members of the Company and certain of our affiliated companies are eligible to receive awards under the Restated 2006 Plan. As of April 12, 2017, approximately 7,000 employees (including 7 executive officers) and 4 non-employee directors were eligible to participate in the Restated 2006 Plan.

The Compensation and Management Development Committee administers the Restated 2006 Plan and, among other things, selects individuals to whom awards may be granted, determines the type of award as well as the number of shares of common stock to be covered by each award, determines the terms and conditions of any awards, including performance goals (if any) and their degree of satisfaction and interprets the terms and provisions of the Restated 2006 Plan and any stock award issued under the Restated 2006 Plan. However, the exercise prices of outstanding stock options and SARs may not be lowered or reduced without the approval of our stockholders.

As of April 12, 2017, there remained 2,039,127 shares available under the Restated 2006 Plan for future issuance (excluding the two million share increase in the Restated 2006 Plan share reserve that is requested in Proposal 5). Shares underlying forfeited or terminated awards, or awards which are entirely settled with cash or which are repurchased by the Company for a repurchase price that does not exceed what the grantee paid for such shares, will become fully available again for issuance under the Restated 2006 Plan. No fractional shares may be issued under the Restated 2006 Plan. No shares will be issued with respect to a participant’s award unless applicable tax withholding obligations have been satisfied by the participant.

With respect to awards which are intended to qualify as performance-based compensation under Code Section 162(m), the Restated 2006 Plan imposes the following fiscal year individual grant limits on awards:

The above numerical share limit is increased from 250,000 to 500,000 shares with respect to equity awards granted to a grantee during the fiscal year of the grantee’s commencement of employment with the Company or during the first fiscal year that the grantee becomes a Covered Employee subject to Code Section 162(m).

Outstanding Equity Awards at Fiscal Year End

The table below summarizes outstanding equity awards held by our Named Executive Officers at December 31, 2013.2016.

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Warrant /

Option Exercises and Stock Vested During 20132016

The following table sets forth information for the Named Executive Officers regarding the value realized during 2013 for such executives2016 pursuant to warrant or option exercises and the vesting of restricted stock:stock.

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Pension Benefits, Nonqualified Defined Contribution and Other Deferred Compensation Plans

We do not have any tax-qualified defined benefit plans nonqualified defined contribution plans or supplemental executive retirement plans that provide for payments or other benefits to our Named Executive Officers in connection with their retirement. However, as discussed in the section above labeled “Nonqualified Deferred Compensation Arrangements,” we do have a deferred compensation plan that was adopted by the Board of Directors in 2016.

The employment arrangements of some of our Named Executive Officers include a required payment of deferred compensation upon termination of employment. The following table shows the contributions, earnings and current required payments of deferred compensation.

Nonqualified Deferred Compensation

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Employment Agreements

We entered into an employment agreement with Mr. Linden on April 16, 2001, as amended on January 30, 2004, and as further amended on November 16, 2015, for an initial five-year term that renews automatically for successive one year terms unless otherwise terminated by either party. The employment agreement provides that Mr. Linden’s base salary is $350,000, which was subsequently amended to $475,000 for the fiscal year 2010 and has since been amended to $525,000, effective as of January 1, 2012. The employment agreement also provides that Mr. Linden is eligible for severance benefits as described below under the heading “Potential Payments Upon Termination or Change in Control —– Severance Arrangements” and as described above under the heading “Pension Benefits, Nonqualified Defined Contribution and Other Deferred Compensation Plans.” Mr. Linden currently serves as Executive Vice President and General Counsel.

We entered into an employment agreement with Mr. Hames on May 1, 2001, as amended on January 30, 2004, and as further amended on November 16, 2015, for an initial three-year term that renews automatically for successive one year terms unless otherwise terminated by either party. The employment agreement provides that Mr. Hames’ base salary is $225,000, which was subsequently amended to $425,000 for the fiscal year 2011 and has since been amended to $475,000, effective as of January 1, 2012. The employment agreement also provides that Mr. Hames is eligible for severance benefits as described below under the heading “Potential Payments Upon Termination or Change in Control —– Severance Arrangements” and as described above under the heading “Pension Benefits, Nonqualified Defined Contribution and Other Deferred Compensation Plans.” Mr. Hames currently serves as Executive Vice President and Chief Operating Officer —– Western Operations.

We entered into an employment agreement with Mr. Stolper effective as of January 1, 2009, as amended on November 16, 2015, under which he serves as our Executive Vice President and Chief Financial Officer until the agreement is terminated by either party. The employment agreement provides that Mr. Stolper’s initial base salary was $350,000, which was subsequently amended to $425,000 for the fiscal year 2011 and has since been amended to $475,000, effective as of January 1, 2012. The employment agreement also provides that he is eligible to participate in all of our bonus or incentive compensation plans generally available to our corporate officers andofficers. The employment agreement also provides that heMr. Stolper is entitled to certaineligible for severance benefits upon a change-in-control as described below under the heading “Potential Payments Upon Termination or Change in Control — Change-in-Control Arrangements.– Severance Arrangements” and as described above under the heading “Pension Benefits, Nonqualified Defined Contribution and Other Deferred Compensation Plans.”

Potential Payments Upon Termination or Change in Control

Payments Made Upon Termination and Retirement

Regardless of the manner in which the employment of a Named Executive Officer is terminated, he is entitled to receive amounts earned during his term of employment. Such amounts include:

Payments Made Upon Death or Disability

In the event of the death or disability of a Named Executive Officer, no additional benefits other than those listed under the heading “Payments Made Upon Termination and Retirement” above, will be paid to our Named Executive Officers.

Severance Arrangements

Under each employment agreement discussed above under the heading “Employment Agreements,” we may terminate such Named Executive Officer’s employment at any time and for any reason upon notice, as specified in each Named Executive Officer’s employment agreement and each Named Executive Officer may resign at any time and for any reason.

The severance payments described below shall each be paid within fifteen business days of the effective date of such termination; provided, that, if the payments are subject to Section 409A of the Code and such Named Executive Officer is deemed a “specified employee” (as defined in Section 409A of the Code), then, such payment shall not be required to be paid until the first day of the seventh month following the effective date of such termination.

Dr. Berger

Dr. Berger has a severance arrangement with BRMG pursuant to a consulting agreement. Under this arrangement, in the event of termination “without cause,” Dr. Berger is entitled to receive a severance payment in an amount equal to five times his 2010 BRMG annual compensation, or approximately $2,500,000. Additionally, in the event of termination “for cause” by BRMG, Dr. Berger is entitled to receive a payment in an amount equal to his 2010 annual base compensation from an affiliate of BRMG, or approximately $500,000.

BRMG may terminate Dr. Berger’s consulting services “for cause” if (i) there is a material breach by Dr. Berger of the agreement which persists for more than thirty (30) days after notice of such breach has been provided, (ii) Dr. Berger willfully breaches or habitually neglects his duties, (iii) Dr. Berger commits any acts of a criminal nature, fraud, dishonest misrepresentations or any acts of moral turpitude, (iv) Dr. Berger’s professional license is suspended, revoked or terminated or (v) Dr. Berger is convicted of a felony or of fraud involving payments or charges for professional medical services.

Mr. Stolper

If we terminate Mr. Stolper’s employment “without cause” or he voluntarily terminates his employment for good reason, Mr. Stolper is entitled to receive a lump sum severance payment in an amount equal to two times his then annual base salary, or a total of $950,000 if hypothetically terminated on December 31, 20132016 based upon his 20132016 base salary. Such payments are subject to post-termination covenants intended to protect the Company’s business. In addition, all options, warrants or other deferred equity compensation then granted to Mr. Stolper which is unvested at the time of such termination shall immediately vest and if hypothetically terminated on December 31, 2013,2016, the unamortized intrinsic value of such newly vested options, warrants, restricted stock and other deferred equity compensation would be approximately $118,291$220,894 based on our December 31, 201330, 2016 closing per share price of $1.67.$6.45.

We may terminate Mr. Stolper’s employment “for cause” (i) if Mr. Stolper is convicted (or pleads guilty or nolo contendere) of a felony or a misdemeanor involving fraud or dishonesty in connection with the performance of his duties under the employment agreement or moral turpitude, (ii) based on the willful and continued failure of Mr. Stolper to perform his duties for a period of 10 days within one fiscal year or (iii) based on Mr. Stolper’s willingness to engage in misconduct which has, or can reasonably be expected to have, a direct and material adverse monetary effect on the Company.

Mr. Stolper may terminate his employment for “good reason” (i) if the Company is in material default of its obligations under the employment agreement or (ii) if without his consent, his title, duties or job functions are materially diminished, he is assigned duties or responsibilities materially inconsistent with his current position, or he is re-located,relocated, and such changes remain unremedied for a period of ten days following notice from Mr. Stolper.

Mr. Linden

If we terminate Mr. Linden’s employment “without cause” or Mr. Linden elects to terminate his employment for any reason, Mr. Linden will be entitled to receive a severance payment in an amount equal to five times his 2010 base salary, or approximately $2,000,000. Such payments are subject to post-termination covenants intended to protect the Company’s business.

We may terminate Mr. Linden’s employment “for cause” if (i) there is a material breach of the agreement which persists for more than thirty (30) days after notice of such breach has been provided, (ii) Mr. Linden willfully breaches or habitually neglects his duties or (iii) Mr. Linden commits any acts of a criminal nature, fraud, dishonest misrepresentations or any acts of moral turpitude.

Mr. Hames

If we terminate Mr. Hames’ employment “without cause” or Mr. Hames elects to terminate his employment for any reason, Mr. Hames will be entitled to receive a severance payment in an amount equal to three times his 2010 base salary, or approximately $1,050,000. Such payments are subject to post-termination covenants intended to protect the Company’s business.

We may terminate Mr. Hames’ employment “for cause” if (i) there is a material breach of the agreement which persists for more than thirty (30) days after notice of such breach has been provided, (ii) Mr. Hames willfully breaches or habitually neglects his duties or (iii) Mr. Hames commits any acts of a criminal nature, fraud, dishonest misrepresentations or any acts of moral turpitude.

Mr. Forthuber

We entered into a retention agreement with Mr. Forthuber on November 15, 2006. If2006, as amended on November 16, 2015 as well as an employment agreement on January 1, 2009. Pursuant to the employment agreement, if we terminate Mr. Forthuber’s employment for any reason other than for “disability” or “cause”,“cause,” Mr. Forthuber will be entitled to receive a lump sum severance payment in an amount equal to twice his then annual salary, or a total of $475,000$950,000 if hypothetically terminated on December 31, 2013,2016, based upon his 20132016 base salary. The severance payment is required to be paid within fifteen business days ofUnder the effective date of such termination; provided, that, if the payments are subject to Section 409A of the Code and Mr. Forthuber is deemed a “specified employee” (as defined in Section 409A of the Code), then, such payment shall not be required to be paid until the first day of the seventh month following the effective date of such termination.retention agreement, Mr. Forthuber is also subject to post-termination covenants for twelve months from the effective date of termination intended to protect the Company’s business.

Under the retention agreement, “disability” means that for a period of at least 120 days during any twelve consecutive month period on account of a mental or physical condition, Mr. Forthuber is unable to perform the essential functions of his job, even with reasonable accommodation. The determination of Mr. Forthuber’s disability is required to be made by a medical physician selected or agreed to by the Company or upon mutual agreement between the Company and Mr. Forthuber or his personal representative.

We may terminate Mr. Forthuber’s employment for “cause” (i) if Mr. Forthuber was convicted (or pleads guilty or nolo contendere) of a felony or a misdemeanor involving fraud or dishonesty in connection with the performance of his duties under the retention agreement or moral turpitude;turpitude, (ii) based on the willful and continued failure of Mr. Forthuber for a total of 10 days (which need not be consecutive days) within any fiscal year to substantially perform his duties (other than any such failure resulting from illness or “disability”) after a written demand for substantial performance from us has been delivered to Mr. Forthuber, which demand specifically identifies the manner in which it claims Mr. Forthuber has not substantially performed his duties or (iii) Mr. Forthuber has willfully engaged in misconduct which has, or can reasonably be expected to have, a direct and material adverse monetary effect on the Company.

Change-in-Control Arrangements

None of our Named Executive Officers is generally entitled to payment of any special benefits upon a change-in-control of the Company; however all options, warrants and any other deferred equity compensation then granted to Mr. Stolper which is unvested at the time of such change-in-control shall immediately vest. Hypothetically assuming a change-in-control occurred on December 31, 2013,2016, the unamortized intrinsic value of such newly vested options, warrants, restricted stock and other deferred equity compensation would be approximately $118,291$220,894 based on our December 31, 201330, 2016 closing per share price of $1.67.$6.45.

Under the Restated 2006 Plan, the Board of Directors of the Company, a committee thereof, or the board of directors of any surviving entity or acquiring entity, may in its discretion, in connection with a “change-in-control”,“change-in-control,” accelerate the vesting of all or any part of the options that are then outstanding and terminate any restrictions on all or any part of the restricted stock awards. A “change-in-control” under the Restated 2006 Plan shall mean: (i) a merger or consolidation in which the Company is not the surviving entity (or survives only as a subsidiary of another entity whose stockholder did not own all or substantially all of our common stock immediately before such transaction); (ii) a sale of all or substantially all of our assets to another person or entity (other than a wholly-owned subsidiary of the Company); (iii) an acquisition of beneficial ownership of a controlling interest in the outstanding shares of our common stock by any person or entity (including a “group”) as defined under Section 13(d)(3) of the Exchange Act); (iv) the dissolution or liquidation of the Company; (v) a contested director election that results in the persons who were directors before such election or their nominees ceasing to constitute a majority of the board;board or (vi) any other event that may be specified in the specific awards granted by the Board of Directors or a committee thereof pursuant to the Restated 2006 Plan.

COMPENSATION OF DIRECTORS

Overview of Director Compensation

We use cash and stock based incentive compensation to attract and retain qualified candidates to serve on our board.Board of Directors. In setting director compensation, we consider the significant amount of time that our directors expend in fulfilling their duties to our Company as well as the skill level required by the members of our board.Board of Directors. In addition, our certificate of incorporation and bylaws include indemnification provisions for our directors and executive officers and we maintain liability insurance for our directors and executive officers.

Cash Compensation Paid to Non-Employee Board Members

Upon reviewing the peer group data presented by Pearl Meyer, and based on the recommendation of Pearl Meyer, the Compensation and Management Development Committee elected in 2016 to revise the then-existing cash compensation structure for non-employee directors. Beginning in 2016 in order to better align our director compensation structure with general market practices, the Compensation and Management Development Committee elected to eliminate the payment of meeting fees for attendance at Board meetings and increased annual compensation. The Board of Directors revised thecurrent cash compensation structure for non-employee directors effective as of April 1, 2012, asis set forth below:

Employee directors do not receive any additional cash compensation for their service as a director.

Equity CompensationNon-employee directors also received equity compensation awards with an aggregate grant date value at January 4, 2016 of approximately $62,500. Starting June 2016, non-employee directors receive an annual equity compensation award of approximately $125,000 which vests at the end of their one year term corresponding with the shareholder’s meeting.

Effective as of January 1, 2012, non-employee members of ourThe Board of Directors, are entitled to receive an annual restricted stock grant of 50,000 shares on the first trading dayrecommendation of Pearl Meyer and the Compensation and Management Development Committee, elected to revise the timing of equity grants and the vesting period for such equity awards to non-employee directors, as discussed above. Prior to 2016, the grant and vesting period corresponded to the beginning of the fiscal year. One third of the restricted stock shall vest onIt is expected that future equity grants to non-employee directors will occur at or around the date of grant and one-third shall vest on the first and second anniversaries of the date of grant. However, for 2013 only, the Board of Directors determined, in part due to possible increase in taxes, that the annual restricted stockmeeting of stockholders with the next such grant that would otherwise be issued onoccurring at the close of business on2017 annual meeting. As mentioned above, the first trading day of the year would be issued on December 20, 2012 instead.vesting period for equity awards to non-employee directors will also now coincide with each director’s term (approximately one year).

DirectorEquity Compensation - 2013

The table below summarizes the cash and non-cash director fees received for the fiscal year ended December 31, 2013 by each of our non-employee directors.

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Director Compensation - 2014in 2016

In 2013, the Board of Directors determined that the cash compensation structure for2016, non-employee directors would be the same as provided in 2013 but determined that the number of shares subject to the annualeach received a restricted stock grant would beaward under the Restated 2006 Plan in an amount equal to $125,000approximately $62,500 based on the $6.07 per-share closing price of the Company’s common stock on January 2, 2014. Each director therefore received a restricted stock grant of 77,1604, 2016 to cover the service period from January 2016 to June 2016. This award was for 10,297 shares on January 4, 2016 and such award vests on June 2, 2014, with one-third vested as2016. Because of the change in timing of equity grant datepractices, the magnitude and vesting duration for this award were smaller/shorter because it was only covering the remaining portion vesting in two equaltime period from grant until the 2017 annual installments on January 2, 2015 and 2016, respectively, subject to continued service.

meeting of stockholders.

EquityIn connection with the change in equity grant practices for non-employee directors discussed above, on June 2, 2016 each non-employee director received an equity grant of 22,935 shares under the Restated 2006 Plan with a grant date value approximately equal to $125,000 based on the $5.45 per-share closing price of the Company’s common stock. Subject to continued service, vesting of the equity grant will occur at the end of each non-employee director’s current term which is expected to occur at our Annual Meeting of Stockholders on June 8, 2017. This equity grant was in the form of restricted stock except that such award was in the form of restricted stock units for those non-employee directors who timely made an election to defer such equity compensation under the Nonqualified Deferred Compensation Plan.

Nonqualified Deferred Compensation Arrangements

As discussed above, in 2016, the Board of Directors approved the RadNet, Inc. Nonqualified Deferred Compensation Plan Informationand non-employee directors are eligible to participate in such plan. As discussed above and in the footnotes below, certain non-employee directors did elect to defer portions of their equity compensation that was granted in 2016.

Non-Employee Director Compensation - 2016

The table below summarizes the compensation received for the fiscal year ended December 31, 2016 by each of our non-employee directors.