DEF 14A of AdaptHealth Corp., Apr 26, 2024

DEF 14A of AdaptHealth Corp.

Filed Apr 26, 2024 · FY20230001104659-24-052998

Open on EDGAR

  1. PROPOSAL NO. 2 — ELECTION OF DIRECTORS

    PROPOSAL NO. 2 — ELECTION OF DIRECTORS Our Board is currently divided into three staggered classes of directors, designated Class I, Class II and Class III, with each class having a three-year term. Vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. If our stockholders approve Proposal 1 to declassify the Board, the directors will begin to be elected for one-year terms beginning with this Annual Meeting. There are four directors currently in Class II whose term of office expires in 2024. Each of the nominees for election is currently a Class II member. Messrs. Terence Connors, Ted Lundberg, Joshua Parnes and David Williams III have been recommended by the Nominating and Governance Committee of the board of directors for election and nominated by the board of directors for election at the Annual Meeting and each is currently a member of our board of directors. If Proposal 1 is not approved, and the director nominees are re-elected at the Annual Meeting, each of these nominees would serve until our 2027 Annual Meeting of stockholders and until his successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. In the unanticipated event that a director nominee is unable or for good cause will not serve, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

  2. Nominees for Election for a One Year Term Only if Proposal 1 Passes Expiring at the 2025 Annual Meeting — Currently Class II

    Nominees for Election for a One Year Term Only if Proposal 1 Passes Expiring at the 2025 Annual Meeting — Currently Class II The following table sets forth the name, age and position of each of our nominated directors as of April 26, 2024:

  3. Nominees for Election for a One Year Term Only if Proposal 1 Passes Expiring at the 2025 Annual Meeting — Currently Class II

    | Name | Age | Position | | Terence Connors | 69 | Director | | Ted Lundberg | 49 | Director | | Joshua Parnes | 46 | President, Director | | David Williams III | 51 | Director |

  4. Nominees for Election for a One Year Term Only if Proposal 1 Passes Expiring at the 2025 Annual Meeting — Currently Class II

    The following is biographical information as of April 26, 2024 for each of our nominated directors: Terence Connors has been a member of our board of directors since the closing of the Business Combination. Mr. Connors brings to the board 40 years of public accounting experience. Mr. Connors retired in September 2015 from KPMG LLP, where he served as Professional Practice Partner, SEC Reviewing Partner and as a member of KPMG’s board of directors (2011-2015), where he chaired the Audit, Finance & Operations Committee. Prior to joining KPMG in 2002, he was a partner with another international accounting firm. During his career, he served as a senior audit and global lead partner for numerous public companies, including Fortune 500 companies. Mr. Connors currently serves as a board member and audit committee chairman of two other public companies: Suburban Propane Partners L.P. and FS Credit Real Estate Investment Trust, Inc. Mr. Connors previously served as a trustee of St. Joseph’s Preparatory School in Philadelphia and also served as Chairman and President of the Philadelphia Chapter of the National Association of Corporate Directors (NACD). Mr. Connors received his undergraduate degree in Accounting from LaSalle University. Ted Lundberg has served on our board of directors since February 2021. Mr. Lundberg is a Founding Partner and Managing Member at Peloton Equity, LLC. Peloton Equity is a private equity firm that focuses on investing in growing healthcare companies. He previously worked at Ferrer Freeman & Company and prior to that, Donaldson, Lufkin and Jenrette. Mr. Lundberg currently serves on the boards of Arcadia Solutions, Inc. HPOne, Inc., Friday Health Plans, Inc., ClearSky Health, Inc., Aerosafe Global, Inc. and IDX, Inc. Mr. Lundberg holds a B.A. degree from Princeton University. Joshua Parnes joined AdaptHealth Holdings in 2013 with the acquisition of Ocean Home Health and was appointed President of AdaptHealth Holdings in August 2017. Mr. Parnes has served on our board of directors since the closing of the Business Combination. Mr. Parnes is a home medical equipment (“HME”) entrepreneur building Ocean Home Health from a startup into a technology-focused HME and Diabetes provider and has over 20 years of Strategy and operating experience in the home medical equipment industry. Mr. Parnes focuses on Technology, Strategy and Operations. David S. Williams III has served on our board of directors since July 2020. Mr. Williams is a serial entrepreneur and currently co-founder and CEO of Care3, a digital health equity solution for health plans and providers. Prior to Care3, Mr. Williams was Co-Founder and CEO of InvolveCare (funded by Aetna) and a Founding Executive of PatientsLikeMe (acquired by United Health Group). He has also held corporate positions at Eli Lilly and Company and Deloitte. Mr. Williams also currently serves on the board of directors of Lifespace Communities, Inc., a private senior living company with 14 locations in seven states. Mr. Williams is a Henry Crown Fellow of The Aspen Institute and a member of the Aspen Global Leadership Network. Mr. Williams earned a BS in Economics and Entrepreneurial Management from The Wharton School of the University of Pennsylvania and an MBA in Digital Strategy with a certificate in Corporate Governance from the UCLA Anderson School of Management. If a quorum is present and voting at the Annual Meeting, the nominees receiving the highest number of votes will be elected to our board of directors. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner. OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

  5. Directors Continuing in Office Until the 2025 Annual Meeting — Currently Class III

    Directors Continuing in Office Until the 2025 Annual Meeting — Currently Class III The following table sets forth the name, age and position of each of our current Class III directors as of April 26, 2024:

  6. Directors Continuing in Office Until the 2025 Annual Meeting — Currently Class III

    | Name | Age | Position | | Brad Coppens | 42 | Director | | Dr. Susan Weaver | 63 | Director | | Dale Wolf | 70 | Director |

  7. Directors Continuing in Office Until the 2025 Annual Meeting — Currently Class III

    The following is biographical information as of April 26, 2024 for our current Class III directors: Brad Coppens has served on our board of directors since July 2020. Mr. Coppens is a Senior Managing Director of InTandem Capital Partners and has been identifying, evaluating and executing private equity transactions in the healthcare services sector for more than 17 years. In addition to AdaptHealth, Mr. Coppens serves on the board of directors at BeBright, HouseWorks, Vivo Infusion and Providence Care. Before joining InTandem, he was a Senior Managing Director at One Equity Partners. At One Equity Partners, Mr. Coppens has focused principally in the healthcare industry and has worked on numerous investments in both the healthcare and technology-enabled services industries. From 2012 to 2014, Mr. Coppens lived in São Paulo, Brazil and led One Equity Partners’ prior investing efforts in the region. Mr. Coppens has served as a member of the boards of directors of AdaptHealth, AMT/RestorixHealth, Ernest Health, OneLink, ResultsCX, Allied, Cless Cosméticos, Portal de Documentos, Prodigy Health Group, Simplura Health Group, Systagenix Wound Management, Unicoba, Wow! Nutrition and X-Rite. Mr. Coppens was also deeply involved in One Equity Partners’ investments in ArthroCare and Wright Medical. Prior to One Equity Partners, Mr. Coppens worked in the investment banking division of JPMorgan in the mergers and acquisitions group where he focused on healthcare and various other industries. Mr. Coppens is actively involved in a number of non-profit organizations and serves as a board member of The TEAK Fellowship. Mr. Coppens received his B.B.A. from the Stephen M. Ross School of Business at the University of Michigan, where he graduated with high distinction. Susan Weaver, M.D. has served on our board of directors since February 2018. Dr. Weaver served as President and then Chief Executive Officer of KEPRO, a technology enabled healthcare services company, from July 2018 until the successful sale of the company in December 2022. She previously served as the Chief Executive Officer of C 3 HealthcareRX and as the Founder and President of Transformation Health Partners, LLC. Dr. Weaver also served as the Chief Medical Officer for Blue Cross Blue Shield of North Carolina from 2014 to 2015 after serving as the Vice President, Health Delivery Redesign from 2012 to early 2014. Prior to joining Blue Cross Blue Shield of North Carolina, Dr. Weaver served in various leadership roles at WakeMed Health & Hospitals including Executive Vice President, Medical Affairs. Dr. Weaver also previously served as an Executive Director and Physician and founding member for Alliance Medical Ministry, a 501(c)(3) providing medical care to the working uninsured of Wake County, North Carolina. She holds an M.D. from Duke University School of Medicine and a B.S. in Psychology from Duke University. Dale Wolf has served on our board of directors since the closing of the Business Combination. Mr. Wolf has served as a member of the board of directors of EHealth, Inc. since 2019 and as chairman of the board since 2021. He has also served as a member of the board of directors of Molina Healthcare, Inc. since 2013 and as chairman of the board since 2017. Mr. Wolf served as the President and Chief Executive Officer of Onecall Care Management Inc. from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf served as the President and Chief Executive Officer of DBW Healthcare, Inc. from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional health care solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as Chief Executive Officer of Coventry Health Care, Inc., a diversified national health care company, and served as the Executive Vice President, Chief Financial Officer and Treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf was also a member of the boards of directors of Correctional Healthcare Companies, Inc. from 2012 to 2014, Coventry Healthcare, Inc. from 2005 to 2009 and Catalyst Health Solutions, Inc. from 2003 to 2012. Mr. Wolf graduated from Eastern Nazarene College with a Bachelor of Arts degree in Mathematics, with honors, and from the MIT Sloan School Senior Executive Program. He has also been a fellow in the Society of Actuaries since 1979.

  8. Directors Continuing in Office Until the 2026 Annual Meeting — Currently Class I

    Directors Continuing in Office Until the 2026 Annual Meeting — Currently Class I The following table sets forth the name, age and position of each of our current Class I directors as of April 26, 2024(1):

  9. Directors Continuing in Office Until the 2026 Annual Meeting — Currently Class I

    | Name | Age | Position | | Richard Barasch(2) | 70 | Chairman of the Board and Interim Chief Executive Officer | | Gregory Belinfanti | 49 | Director |

  10. Directors Continuing in Office Until the 2026 Annual Meeting — Currently Class I

    (1) On April 10, 2024, the Company announced that Suzanne Foster, age 54, was appointed to serve as the Chief Executive Officer of the Company, effective May 20, 2024. Upon starting as Chief Executive Officer, Ms. Foster will also be appointed to serve as a member of the Company’s Board as a Class I director, effective May 20, 2024. (2) As previously disclosed, on April 15, 2024, Mr. Barasch informed the Company that he intends to resign as a director of the Company. Mr. Barasch will continue to serve as the Chairman of the Board and serve as a special advisor to the Board to help facilitate the CEO leadership transition until June 30, 2024. The following is biographical information as of April 26, 2024 for our current Class I directors: Richard Barasch has served as our Chairman since our formation and served as the President and Chief Executive Officer of DFB from our formation to the closing of the Business Combination. Since July 2023, Mr. Barasch has served as Interim Chief Executive Officer of AdaptHealth. Mr. Barasch was Chief Executive Officer of Universal American Corp., a publicly traded health insurance and services company focused on the senior market and government programs, from 1995 until Universal American’s acquisition by WellCare Health Plans in May 2017. Mr. Barasch has developed an extensive network of contacts throughout the healthcare industry and speaks regularly at industry conferences as a healthcare services expert. He is currently Executive Chairman of The Oncology Institute. He serves on the Board of Advisors of the Health Policy and Management program at the Columbia University School of Public Health. Mr. Barasch graduated from Swarthmore College and Columbia University Law School, where he is currently a lecturer. Gregory Belinfanti has served on our board of directors since September 2021. Mr. Belinfanti is a Senior Managing Director and a member of the Investment Committee at One Equity Partners. During his tenure at OEP, Mr. Belinfanti has worked on a number of investments in the healthcare and business services industries and has led many of OEP’s healthcare transactions. Mr. Belinfanti is a member of the Board of Directors of InfuCareRx, Montgomery Transportation, Ernest Health and AMT, and has previously been a member of the Board of Directors of The Results Companies, PS Logistics, Apollo Health Street, ArthroCare, Celltrion Healthcare, EGS, OneLink, Prodigy, Simplura Health Group, and Systagenix. Prior to joining OEP, Mr. Belinfanti served as a Vice President in the Investment Banking division of Lehman Brothers, specializing in Global Healthcare. Mr. Belinfanti received his B.A. in Politics from New York University and his J.D. from Harvard University. PROPOSAL NO. 3 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S CURRENT CERTIFICATE TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION (the “EXCULPATION AMENDMENT”)

  11. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  12. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  13. Richard Barasch

    Richard Barasch Effective July 1, 2023, the Company appointed Mr. Barasch Interim CEO for an initial period of two months. The Compensation Committee approved the following key terms in relation to his pay for this role: • A monthly base salary of $262,500; and • An award of time-vested RSUs with a grant value of $175,000, with the number of shares determined using a 20-trading day volume weighted average price of the Company’s common stock as of the date immediately prior to the grant date, vesting at the end of the two-month period, subject to his continued service through the applicable vesting date. In light of unforeseen circumstances with a CEO candidate in 2023, and in recognition of the value of Mr. Barasch’s steady leadership in positioning the Company for a smooth transition to a new CEO, the Company extended Mr. Barasch’s appointment as Interim CEO for successive two-month periods effective September 1, 2023, November 1, 2023, January 1, 2024, and March 1, 2024. Each two-month extension of Mr. Barasch’s appointment as Interim CEO contained the same key terms in relation to his compensation: a monthly base salary of $262,500 and an award of time-vesting RSUs with a grant value of $175,000, with the number of shares determined using a 20-trading day volume weighted average price of the Company’s common stock as of the date immediately prior to the grant date, vesting at the end of the two-month period, subject to his continued service through the applicable vesting date. Mr. Barasch does not participate in the Company’s annual and long-term incentive programs for executive officers, given the interim nature of his role. The Compensation Committee determined Mr. Barasch’s compensation as Interim CEO in consultation with its consultant, ClearBridge, considering market analysis of interim CEO pay levels and design and the target compensation of the prior CEO. Mr. Barasch has remained Chairman in addition to his service as Interim CEO. During his time serving as Interim CEO, Mr. Barasch is ineligible to receive compensation in connection with his duties as Chairman. The intent of the Board is that such arrangements will remain in place until a new CEO is appointed and commences in the role. On April 10, 2024, the Company announced that it had appointed Suzanne Foster to serve as the Chief Executive Officer of the Company, effective May 20, 2024. Mr. Barasch will cease to serve as the Company’s Interim Chief Executive Officer, effective on May 20, 2024. Mr. Barasch will continue to serve as the Chairman of the Board and serve as a special advisor to the Board to help facilitate the CEO leadership transition until June 30, 2024. Prior to his appointment as Interim CEO, Mr. Barasch received compensation for his service as Chairman in 2023 in the amount of a $30,000 cash retainer, and an award of restricted stock with a grant-date fair value of $253,066, consistent with the Company’s director compensation program. Mr. Barasch ceased to serve as a member of the Compensation Committee and Chair of the Nominating Committee in connection with his appointment as Interim CEO. In his role as Interim CEO he continues to consult with the Committee on compensation decisions other than those related to his own pay.

  14. Compensation Philosophy and Alignment with Strategic Priorities

    | Principle | How we achieve this | | Link pay with performance | ✓ Deliver the majority of an NEO’s pay in the form of at-risk, variable compensation ✓ Provide incentive opportunities that can be earned based on robust, simple, transparent, and holistic measures of enterprise-wide performance (currently Adjusted EBITDA, Free Cash Flow, Compliance, and Relative TSR) | | Provide an appropriate mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment(1) | ✓ Deliver the majority of pay as at-risk and results-driven,(2) accounting for an average of 81% for our NEOs, excluding Mr. Barasch. ✓ Deliver at least 50% of each NEO’s compensation in performance-based pay, defined as annual bonus and PSUs ✓ Use a combination of PSUs and RSUs to balance performance-based pay and retention objectives, while collectively aligning with stockholders’ interests | | Set competitive pay levels to effectively attract and retain key talent | ✓ Use an appropriate peer group to provide external context that informs pay decisions ✓ Reference the market 50th percentile when setting total direct compensation opportunities (the sum of base salary, target bonus and annual equity awards), with positioning against market informed by a range of factors consistent with the Company’s compensation philosophy(3) |

  15. Compensation Policies and Practices

    | Practices we follow | Practices we avoid | | ✓ Align pay outcomes with individual and company performance ✓ Deliver the majority of executive compensation in at-risk pay ✓ Reference 50th percentile of an appropriately sized Peer Group when making compensation decisions ✓ Double-trigger vesting on a change in control ✓ Operate robust share ownership guidelines and share retention requirements ✓ Maintain a compensation recoupment policy compliant with Nasdaq exchange requirements ✓ Engage an independent compensation consultant | No tax gross-ups No discounting or repricing of equity awards No excessive perquisites or benefits No dividends or dividend equivalents are paid on unearned PSUs or RSUs |

  16. Use of Market Data

    Use of Market Data The Committee conducts an annual review of the compensation peer group with ClearBridge, which is subsequently used to inform various decisions related to executive compensation.

  17. Use of Market Data

    | How Peer Group companies were selected | How the Peer Group is used | | • US-listed companies in the healthcare services industry, focused on those providing at-home healthcare equipment, services, and medical supplies • Comparable size based on revenue (~1/3x – 3x range relative to the Company) and market capitalization (~1/5x – 5x relative to the Company) • Competitors for talent • Broader factors such as enterprise value, EBITDA, stock price performance, headcount, and peer of peer analysis, were also considered in approving the final Peer Group, but were not primary selection criteria | • Inform decisions on base salaries, target incentive opportunities and the total target direct compensation opportunity • Determine the level of payout in respect of the Relative TSR performance condition • Provide perspective on compensation policies and practices observed in relevant companies such as equity vehicles, equity mix, incentive metrics and stock ownership guidelines |

  18. Use of Market Data

    During 2023, the compensation peer group was reviewed to inform 2024 compensation decisions. Three companies were removed due to transaction activity or relative size (i.e., Amedisys, Henry Schein and The Pennant Group). Four companies were added to the group (i.e., Alignment Healthcare, DENTSPLY SIRONA, Embecta, and Pediatrix Medical Group) given their relevance and in order to maintain a robust group of comparably sized peers.

  19. Use of Market Data

    | Former Peers (2023 only) | Consistent Peers (2023 and 2024) | | New Peers (2024 only) | | • Amedisys, Inc. • Henry Schein, Inc. • The Pennant Group, Inc. | • Addus HomeCare Corporation • Agiliti, Inc. • AMN Healthcare Services, Inc. • Chemed Corporation • Encompass Health Corporation • The Ensign Group, Inc. | • ModivCare Inc. • Option Care Health, Inc. • Owens & Minor, Inc. • Patterson Companies, Inc. • RadNet, Inc. • Select Medical Holdings Corporation | • Alignment Healthcare, Inc. • DENTSPLY SIRONA Inc. • Embecta Corp. • Pediatrix Medical Group, Inc. |

  20. Use of Market Data

    (1) Established in 2023 to inform 2024 compensation decisions and to be used as the peer group for the relative TSR conditions applicable to 2024 PSU awards. (2) Established in 2022 to inform 2023 compensation decisions and were used as the peer group for the relative TSR conditions applicable to 2023 PSU awards. When insufficient data is available for the Peer Group, the independent consultant provides the Committee with survey data for relevant companies as an alternative and relevant point of reference. As noted above, one of the primary uses of market data is to inform decisions that the Committee makes as it relates to executive officer compensation levels. In setting individual target direct compensation opportunities, the Committee references the 50th percentile market data for relevant roles in the Peer Group. However, the positioning of an individual’s target compensation relative to market will vary, taking account of a range of factors including: role scope and responsibilities; criticality; performance and potential; the prior experience and pay of the incumbent; internal equity; and company performance.

  21. Compensation of Our Interim CEO

    Compensation of Our Interim CEO Mr. Barasch was appointed Interim CEO effective July 1, 2023; as discussed above, his appointment has been extended in two-month increments since that time. In connection with his initial appointment as Interim CEO and with each successive two-month extension, Mr. Barasch received a base salary at a rate of $262,500 per month and an award of restricted stock units with a grant value of $175,000, which vest at the end of the applicable two-month period, subject to his continued service through the applicable vesting date. Mr. Barasch is not eligible for any additional compensation for his role as a member of the Board during his term as Interim CEO.

  22. Annual Incentives

    Annual Incentives The annual bonus plan enables the Committee to incentivize and reward NEOs (other than Mr. Barasch) for the achievement of financial and individual performance that drives AdaptHealth’s overall results. The plan contains a Company performance component and, for eligible NEOs other than Mr. Parnes, an assessment of individual performance.

  23. Annual Incentives

    | Metric and Associated Weighting | Joshua Parnes | Other Eligible NEOs | | FY2023 Adjusted EBITDA | 75% | 50% | | FY2023 Free Cash Flow | 20% | 20% | | FY2023 Compliance Assessment | 5% | 5% | | Individual Performance | — | 25% |

  24. Annual Incentives

    Adjusted EBITDA and Free Cash Flow have pre-established threshold, target and maximum goals and pre-approved guidelines for adjustments. Payout opportunities range from 50% of target for threshold performance to 200% of target for maximum performance (with no payout for performance below threshold). Achievement against the Compliance metric is determined following a recommendation by the Compliance Committee based on its assessment of Company compliance. The payout opportunity in respect of the Compliance metric is capped at target. Individual performance goals are weighted at 25%, except for Mr. Parnes, who does not have an individual performance element. Individual performance outcomes can range from 0% to 200% of target. Executives developed individual objectives, subject to review by the Interim CEO and the Compensation Committee. At the end of 2023, executives conducted self-assessments against their objectives for the Interim CEO’s review. The Interim CEO developed recommended payouts for each NEO based on his review, for the Compensation Committee’s review and approval. In the first quarter of 2024, the Committee completed its assessment of company performance with reference to goals established in the first quarter of 2023. Provided below are the Adjusted EBITDA and Free Cash Flow goals for FY2023.

  25. Annual Incentives

    | | Below Threshold | Threshold | Target | Maximum | Actual | Payout | | Adjusted EBITDA | < $621M | $621M | $690M | $759M | $670.8M | 86% | | Free Cash Flow | < $89.6M | $89.6M | $112.0M | $134.4M | $143.2M | 200% | | Payout (% of target)(1) | 0% | 50% | 100% | 200% | (2) | (2) |

  26. Annual Incentives

    (1) For performance between goals, straight-line interpolation was applied. (2) Varies by eligible NEO. The Compliance goal was deemed to have been satisfied in accordance with expectations and achieved at 100% of target, reflecting the Compliance Committee’s recommendation which was based on a holistic review of the Company’s overall compliance during the year. Having reviewed performance relative to their individual objectives and the recommendation of the Interim CEO, the Committee determined that each eligible NEO achieved their 2023 individual performance goals at 100% of target. Combining company performance and individual performance, the following aggregate outcomes were approved for 2023 at 113.04% of target for eligible NEOs (other than Mr. Parnes), and 109.56% of target for Mr. Parnes, whose bonus is tied to Company performance only.

  27. Annual Incentives

    | Executive | Target Bonus (% of salary) | Target Bonus | Company Performance Achievement | Individual Performance Achievement | 2023 Actual Bonus | | Jason Clemens | 100% | $520,000 | 117.4% | 100% | $587,808 | | Joshua Parnes | 100% | $625,000 | 109.6% | — | $684,750 | | Albert Prast | 100% | $450,000 | 117.4% | 100% | $508,680 | | Shaw Rietkerk | 100% | $400,000 | 117.4% | 100% | $452,160 | | Stephen Griggs(1) | 100% | $308,219 | 117.4% | 100% | $348,411 |

  28. Annual Incentives

    Pursuant to his separation agreement, Mr. Griggs was entitled to a prorated 2023 annual bonus. In August 2023, Mr. Griggs received $77,055 of his prorated bonus based on the Compensation Committee’s assessment of his individual performance through his June 30, 2023 separation date. The remaining $271,356 of his prorated bonus was determined based on the achievement of weighted Company financial performance metrics for 2023 on a basis consistent with the other NEOs.

  29. Long-Term Incentives

    Long-Term Incentives Annual equity awards to our NEOs (other than Mr. Barasch) are made in an equal combination of PSUs and RSUs. The number of shares is determined by dividing the target grant value by a 20-trading day volume weighted average price of the Company’s common stock as of the date immediately prior to the grant date. In 2023, consistent with prior-year practice of making grants on or around February 1, the number of shares were determined as of February 1, 2023, with the grant formally being approved on March 8, 2023 by the Compensation Committee. As a result of the change in stock price between the date used to determine the number of shares and the date on which the grant was approved on March 8, 2023, the grant date fair value was lower than the target value of the award. PSUs can be earned based on three-year Relative TSR performance versus our Peer Group, and RSUs vest ratably in equal installments on the first, second and third anniversary of the date of grant. Awards of PSUs and RSUs are subject to the recipient’s continuing employment through each vesting date. Our Relative TSR goals for PSUs are shown below.

  30. Long-Term Incentives

    | | Below Threshold | Threshold | Target | Maximum | | Relative TSR rank | <25th Percentile | 25th Percentile | 50th Percentile | ≥75th Percentile | | Payout (% target)(1) | 0% | 50% | 100% | 200% |

  31. Long-Term Incentives

    (1) For performance between goals straight-line interpolation will be applied. For performance below threshold (i.e., ranking below the 25th percentile relative to peers), no vesting will occur.

  32. Long-Term Incentives

    | | | Equity Mix | | | Executive | Target Equity Value | PSUs | RSUs | | Jason Clemens | $1,500,000 | 50% | 50% | | Joshua Parnes | $3,250,000 | 50% | 50% | | Albert Prast | $1,000,000 | 50% | 50% | | Shaw Rietkerk | $800,000 | 50% | 50% | | Stephen Griggs | $3,250,000 | 50% | 50% |

  33. Long-Term Incentives

    No awards of PSUs concluded their performance period or were earned or vested during the year ended December 31, 2023. Our first award of PSUs based on Relative TSR were granted in the first quarter of 2022 and will vest in the first quarter of 2025, subject to achievement of performance goals.

  34. Summary Compensation Table

    Summary Compensation Table

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards ($) | Non-equity Incentive Plan Compensation(3) ($) | All Other Compensation(4)(5) ($) | Total ($) | | Richard Barasch(6) Interim Chief Executive Officer | 2023 | 1,491,477 | — | 743,274 | — | — | 30,432 | 2,265,183 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Jason Clemens Chief Financial Officer | 2023 | 520,000 | — | 1,256,827 | — | 587,808 | 18,780 | 2,383,415 | | | 2022 | 520,000 | — | 1,707,204 | — | 331,916 | 18,280 | 2,577,400 | | | 2021 | 446,111 | — | 1,872,734 | — | 483,250 | 18,612 | 2,820,707 | | Joshua Parnes President | 2023 | 625,000 | — | 2,723,154 | — | 684,750 | 18,180 | 4,051,084 | | | 2022 | 625,000 | — | 3,698,882 | — | 398,938 | 18,120 | 4,740,940 | | | 2021 | 527,778 | — | 496,036 | 2,299,462 | 650,000 | 4,654 | 3,977,930 | | Albert Prast Chief Technology Officer | 2023 | 450,000 | — | 837,896 | — | 508,680 | 792 | 1,797,368 | | | 2022 | 450,000 | — | 1,138,121 | — | 287,235 | 792 | 1,876,148 | | | 2021 | 380,769 | — | 2,727,129 | — | 375,750 | — | 3,483,648 | | Shaw Rietkerk(6) Chief Operating Officer | 2023 | 400,000 | — | 670,324 | — | 452,160 | 6,780 | 1,529,264 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Stephen Griggs Former Chief Executive Officer | 2023 | 324,519 | — | 7,257,900 | — | 348,411 | 2,506,989 | 10,437,819 | | | 2022 | 625,000 | — | 3,698,882 | — | 398,938 | 1,524 | 4,724,344 | | | 2021 | 490,385 | — | 496,036 | 2,299,462 | 650,000 | — | 3,935,883 |

  36. Summary Compensation Table

    (1) The amounts reported in this column reflect the annual base salaries for each of Messrs. Clemens, Parnes and Prast, effective October 8, 2021, and for Mr. Rietkerk, effective January 1, 2023. Mr. Griggs resigned from the Company effective June 30, 2023. Mr. Barasch’s base salary is paid at the rate of $262,500 per month in connection with each of his successive two-month terms as the Company’s Interim CEO, pursuant to a letter agreement effective as of July 1, 2023. For additional information, please see “— Narrative to Summary Compensation Table-Executive Employment Agreements” below. (2) The amounts reported in this column for 2023, except as otherwise noted in this footnote 2, represent the aggregate grant-date fair value of the restricted stock units granted during the fiscal year ended December 31, 2023, which was determined in accordance with FASB ASC 718. These amounts reflect the grant-date fair value of the restricted stock units for accounting purposes and do not represent the actual economic value that may be realized by each NEO. There can be no assurance that these amounts will ever be realized. See note 11, Stockholders’ Equity, to our consolidated financial statements for the fiscal year ended December 31, 2023 to our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions used to calculate these values. The amount for Mr. Griggs reflects the sum of (i) the original grant fair value of his 2023 stock award which equals $2,723,154 plus (ii) the incremental fair value of his modified stock awards, which equals $4,534,746. Pursuant to the Transition Agreement entered into with Mr. Griggs on May 8, 2023, which is described in more detail under the section labeled, “Potential Payments Upon Termination or Change in Control,” Mr. Griggs’ outstanding stock awards were modified to accelerate his time-based awards and remove the continued employment condition to vest in his performance-based awards, and as a result, the table above includes the incremental fair value of his modified awards as of his June 30, 2023 separation date, determined in accordance with FASB ASC 718. The amount for Mr. Barasch reflects the sum of (i) aggregate grant-date fair value of each award of restricted stock units granted in connection with each of the three successive two-month terms for which Mr. Barasch agreed to serve as the Company’s Interim CEO and (ii) the annual equity grant that he received for service as a director prior to his commencement as Interim CEO. The amounts reported in this column for 2023 represents the annual performance-based incentive compensation earned with respect to 2023 by each NEO. The annual performance-based incentive compensation was paid in the first quarter of 2024. For additional information, please see “Compensation Discussion & Analysis — 2022 Compensation Decisions and Outcomes — Annual Incentives” above. (4) The amounts reported as earned by each NEO in this column for 2023 represent the following: (i) for Mr. Barasch, $30,000 relating to cash compensation received for 2023 in connection with his service as a board member and $432 in life insurance premiums; (ii) for Mr. Clemens, $180 in life insurance premiums, $12,000 in automobile expense and an employer matching contribution to the Company’s 401(k) plan equal to $6,600; (iii) for Mr. Parnes, $180 in life insurance premiums and $18,000 in automobile expenses; (iv) for Mr. Prast, $792 in life insurance premiums; (v) for Mr. Rietkerk, $180 in life insurance premiums and an employer matching contribution to the Company’s 401(k) plan equal to $6,600; and (vi) for Mr. Griggs, $349 in life insurance premiums, an employer matching contribution to the Company’s 401(k) plan equal to $6,600, and $2,500,000 cash severance in connection with Mr. Griggs’ separation from the Company, effective June 30, 2023. Prior to his commencement as Interim CEO, Mr. Barasch served as a director on our board of directors and was not employed by the Company in the years ended December 31, 2021 and 2022 and therefore was not a NEO in those years. Mr. Rietkerk was not a NEO of the Company in the years ended December 31, 2022 and 2021.

  37. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth grants of plan-based awards to our NEOs as of December 31, 2023.

  38. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(2) | Maximum (#) | | | | | | Richard Barasch | June 22, 2023 | — | — | — | — | — | — | 25,614 | — | — | 253,066 | | | June 26, 2023 | — | — | — | — | — | — | 17,143 | — | — | 161,658 | | | August 29, 2023 | — | — | — | — | — | — | 13,698 | — | — | 164,650 | | | November 1, 2023 | — | — | — | — | — | — | 22,891 | — | — | 163,900 | | Jason Clemens | March 8, 2023 | 260,000 | 520,000 | 1,040,000 | — | — | — | — | — | — | — | | | March 8, 2023 | — | — | — | 17,985 | 35,971 | 71,942 | — | — | — | 719,420 | | | March 8, 2023 | — | — | — | — | — | — | 35,971 | — | — | 537,407 | | Joshua Parnes | March 8, 2023 | 312,500 | 625,000 | 1,250,000 | — | — | — | — | — | — | — | | | March 8, 2023 | — | — | — | 38,969 | 77,938 | 155,876 | — | — | — | 1,558,760 | | | March 8, 2023 | — | — | — | — | — | — | 77,938 | — | — | 1,164,394 | | Albert Prast | March 8, 2023 | 225,000 | 450,000 | 900,000 | — | — | — | — | — | — | — | | | March 8, 2023 | — | — | — | 11,990 | 23,981 | 47,962 | — | — | — | 479,620 | | | March 8, 2023 | — | — | — | — | — | — | 23,981 | — | — | 358,276 | | Shaw Rietkerk | March 8, 2023 | 200,000 | 400,000 | 800,000 | — | — | — | — | — | — | — | | | March 8, 2023 | — | — | — | 9,592 | 19,185 | 38,370 | — | — | — | 383,700 | | | March 8, 2023 | — | — | — | — | — | — | 19,185 | — | — | 286,624 | | Stephen Griggs | March 8, 2023 | 312,500 | 625,000 | 1,250,000 | — | — | — | — | — | — | — | | | March 8, 2023 | — | — | — | 38,969 | 77,938 | 155,876 | — | — | — | 1,558,760 | | | March 8, 2023 | — | — | — | — | — | — | 77,938 | — | — | 1,164,394 | | | May 8, 2023 | — | — | — | — | — | — | 132,350 | — | — | 1,610,699 | | | May 8, 2023 | — | — | — | 40,809 | 81,617 | 163,234 | — | — | — | 1,369,913 | | | May 8, 2023 | — | — | — | 38,969 | 77,938 | 155,876 | — | — | — | 1,554,134 |

  39. Grants of Plan-Based Awards Table

    (1) Equity awards granted March 8, 2023 were made pursuant to the 2019 Stock Incentive Plan. Annual cash bonus opportunities approved by the compensation committee on March 8, 2023 were made pursuant to the Company’s annual bonus plan. The equity award granted to Mr. Barasch on June 22, 2023 was granted in connection with Mr. Barasch’s service as a board member of the Company and was made pursuant to the 2019 Stock Incentive Plan. The equity awards granted to Mr. Barasch on each of June 26, 2023, August 29, 2023 and November 1, 2023 were granted in connection with Mr. Barasch’s Interim CEO Agreement and were made pursuant to the 2019 Stock Incentive Plan. (2) Shares of restricted stock units reported in this column are earned based upon the achievement of certain relative total shareholder return goals as defined, and, if earned, vest on February 1, 2026. (3) For each of Messrs. Clemens, Parnes, Prast and Rietkerk, shares of restricted stock units reported in this column are eligible to vest 1/3rd on each of the first, second and third anniversaries of February 1, 2023. For Mr. Barasch, the shares of restricted stock units granted on June 26, 2023, August 29, 2023 and November 1, 2023 were vested as of August 31, 2023, October 31, 2023 and December 31, 2023, respectively. The amounts reported in this column , except as otherwise noted in this footnote 4,represents the aggregate grant-date fair value of the shares of restricted stock units granted during the fiscal year ended December 31, 2023, which was determined in accordance with FASB ASC 718. These amounts reflect the grant-date fair value of the shares of restricted stock units for accounting purposes and do not represent the actual economic value that may be realized by each NEO. There can be no assurance that these amounts will ever be realized. See note 11, Stockholders’ Equity, to our consolidated financial statements for the fiscal year ended December 31, 2023 to our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions used to calculate these values. The equity awards that are shown as being granted to Mr. Griggs on May 8, 2023 reflect the incremental fair value of his modified stock awards pursuant to the Transition Agreement entered into with Mr. Griggs on May 8, 2023, which is described in more detail under the section labeled, “Potential Payments Upon Termination or Change in Control,” in which Mr. Griggs’ outstanding stock awards were modified to accelerate his time-based awards and remove the continued employment condition to vest in his performance-based awards, and as a result, the table above includes the incremental fair value of his modified awards as of his June 30, 2023 separation date ($1,610,699 relating to the incremental modified fair value of his time-based awards and $2,924,047 relating to the incremental modified fair value of his performance-based awards), determined in accordance with FASB ASC 718.

  40. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  41. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table sets forth outstanding equity awards held by each of our NEOs as of December 31, 2023.

  42. Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | Stock Awards | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(12) | | Richard Barasch | June 22, 2023(1) | — | — | — | — | 25,614 | 186,726 | | Jason Clemens | January 28, 2021(2) | — | — | — | — | 6,931 | 50,527 | | | May 20, 2021(3) | — | — | — | — | 2,168 | 15,805 | | | October 11, 2021(4) | — | — | — | — | 13,453 | 98,072 | | | February 1, 2022(5) | — | — | — | — | 25,114 | 183,081 | | | February 1, 2022(6) | — | — | — | — | 37,670 | 274,614 | | | March 8, 2023(7) | — | — | — | — | 35,971 | 262,229 | | | March 8, 2023(8) | — | — | — | — | 35,971 | 262,229 | | Joshua Parnes | November 21, 2019 | 833,334 | — | 11.50 | November 21, 2029 | — | — | | | January 28, 2021(9) | 44,400 | 22,200 | 42.61 | January 28, 2026 | — | — | | | January 28, 2021(9) | 51,800 | 25,900 | 48.17 | January 28, 2026 | — | — | | | January 28, 2021(9) | 60,060 | 30,030 | 53.72 | January 28, 2026 | — | — | | | May 20, 2021(3) | — | — | — | — | 2,550 | 18,590 | | | October 11, 2021(4) | — | — | — | — | 4,420 | 32,222 | | | February 1, 2022(5) | — | — | — | — | 54,412 | 396,663 | | | February 1, 2022(6) | — | — | — | — | 81,617 | 594,988 | | | March 8, 2023(7) | — | — | — | — | 77,938 | 568,168 | | | March 8, 2023(8) | — | — | — | — | 77,938 | 568,168 | | Albert Prast | January 28, 2021(5) | — | — | — | — | 25,000 | 182,250 | | | January 28, 2021(2) | — | — | — | — | 3,577 | 26,076 | | | February 1, 2021(10) | 135,443 | — | 2.69 | April 20, 2024 | — | — | | | February 1, 2021(10) | 180,021 | — | 8.50 | March 1, 2030 | — | — | | | February 1, 2021(10) | 89,451 | — | 4.38 | August 1, 2026 | — | — | | | May 20, 2021(3) | — | — | — | — | 1,913 | 13,946 | | | October 11, 2021(4) | — | — | — | — | 2,122 | 15,469 | | | February 1, 2022(5) | — | — | — | — | 16,742 | 122,049 | | | February 1, 2022(6) | — | — | — | — | 25,113 | 183,074 | | | March 8, 2023(7) | — | — | — | — | 23,981 | 174,821 | | | March 8, 2023(8) | — | — | — | — | 23,981 | 174,821 | | Shaw Rietkerk | November 21, 2019 | 208,333 | — | 11.50 | November 21, 2029 | — | — | | | March 3, 2020(11) | — | — | — | — | 15,734 | 114,701 | | | January 28, 2021(2) | — | — | — | — | 2,907 | 21,192 | | | May 20, 2021(3) | — | — | — | — | 1,658 | 12,087 | | | October 11, 2021(4) | — | — | — | — | 319 | 2,326 | | | February 1, 2022(5) | — | — | — | — | 6,948 | 50,651 | | | February 1, 2022(6) | — | — | — | — | 10,422 | 75,976 | | | March 8, 2023(7) | — | — | — | — | 19,185 | 139,859 | | | March 8, 2023(8) | — | — | — | — | 19,185 | 139,859 | | Stephen Griggs | February 1, 2022(6) | — | — | — | — | 81,617 | 594,988 | | | March 8, 2023(8) | — | — | — | — | 77,938 | 568,168 |

  43. Outstanding Equity Awards at Fiscal Year End Table

    Represents a grant of restricted stock eligible to vest 100% upon the occurrence of our 2024 annual meeting of stockholders. (2) Represents a grant of restricted stock eligible to vest on January 1, 2024. For additional information, see “— Narrative to Summary Compensation Table — Long-Term incentives — 2019 Stock Incentive Plan” above. (3) Represents grants of restricted stock eligible to vest on February 29, 2024. For additional information, see “— Narrative to Summary Compensation Table — Long-Term incentives — 2019 Stock Incentive Plan” above. (4) Represents a grant of restricted stock eligible to vest on October 11, 2024. For additional information, see “— Narrative to Summary Compensation Table — Long-Term incentives — 2019 Stock Incentive Plan” above. (5) Represents grants of restricted stock units eligible to vest 50% on each of February 1, 2024 and February 1, 2025. For additional information, see “— Narrative to Summary Compensation Table — Long-Term incentives — 2019 Stock Incentive Plan” (6) Represents grants of restricted stock units eligible to vest on February 1, 2025 based upon the achievement of certain total shareholder goals, as defined. For additional information, see “— Narrative to Summary Compensation Table — Long-Term incentives — 2019 Stock Incentive Plan” above. (7) Represents grants of restricted stock units eligible to vest 1/3rd on each of the first, second and third anniversaries of February 1, 2023. For additional information, see “— Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table — Long-Term Incentives — 2019 Stock Incentive Plan” above. (8) Represents grants of restricted stock units eligible to vest on February 1, 2026 based upon the achievement of certain total shareholder goals, as defined. For additional information, see “— Narrative to Summary Compensation Table — Long-Term incentives — 2019 Stock Incentive Plan” above. (9) The amounts in the Unexercisable column represent grants of stock options eligible to vest on January 28, 2024. For additional information, see “— Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table — Long-Term Incentives-2019 Stock Incentive Plan” above. (10) Represents Company options substituted for previously granted AeroCare options in connection with the AeroCare transaction. (11) Represents grant of restricted stock eligible to vest on March 1, 2024. For additional information, see “— Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table — Long-Term Incentives — 2019 Stock Incentive Plan” above. (12) As of December 31, 2023, the fair market value of a share of our Common Stock was $7.29.

  44. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of stock awards held by our NEOs and stock option exercises by our NEOs during the fiscal year ended December 31, 2023.

  45. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Richard Barasch(1) | — | — | 68,702 | 626,649 | | Jason Clemens(2) | — | — | 54,913 | 792,223 | | Joshua Parnes(3) | — | — | 34,174 | 655,715 | | Albert Prast(4) | 200,000 | 2,297,560 | 28,482 | 561,972 | | Shaw Rietkerk(5) | — | — | 24,090 | 397,439 | | Stephen Griggs(6) | 1,341,770 | 4,393,180 | 164,655 | 2,371,721 |

  46. Option Exercises and Stock Vested Table

    Represents shares of restricted stock that vested on June 21, 2023, August 31, 2023, October 31, 2023 and December 31, 2023, on which dates the fair market value of a share of our Common Stock was $10.39, $11.93, $7.33 and $7.26, respectively. Mr. Barasch received a total of 52,568 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (2) Represents shares of restricted stock units that vested on January 1, 2023, February 1, 2023, February 28, 2023, July 13, 2023 and October 11, 2023, on which dates the fair market value of a share of our Common Stock was $19.34, $21.38, $15.99, $12.81 and $7.54, respectively. Mr. Clemens received a total of 38,818 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (3) Represents shares of restricted stock units that vested on February 1, 2023, February 28, 2023 and October 11, 2023, on which dates the fair market value of a share of our Common Stock was $21.38, $15.99 and $7.54, respectively. Mr. Parnes received a total of 22,085 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (4) For Option Awards, represents the number of stock options exercised at an exercise price of $2.69 per share, and shares of our Common Stock received on August 10, 2023, on which date the fair market value of a share of our Common Stock was $14.18. For Stock Awards, represents shares of restricted stock units that vested on January 1, 2023, February 1, 2023, February 28, 2023 and October 11, 2023, on which dates the fair market value of a share of our Common Stock was $19.34, $21.38, $15.99 and $7.54, respectively. Mr. Prast received a total of 20,917 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (5) Represents shares of restricted stock units that vested on January 1, 2023, February 1, 2023, February 28, 2023, March 1, 2023 and October 11, 2023, on which dates the fair market value of a share of our Common Stock was $19.34, $21.38, $15.99, $15.13 and $7.54, respectively. Mr. Rietkerk received a total of 24,090 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (6) For Option Awards, represents (1) 559,071 stock options exercised at an exercise price of $4.38 per share on May 8, 2023 on which date the fair market value of a share of our Common Stock was $11.86, and (2) 782,699 stock options exercised at an exercise price of $8.50 per share on September 27, 2023 on which date the fair market value of a share of our Common Stock was $8.77. Mr. Griggs received a total of 228,466 shares of our Common Stock in connection with these stock option exercises after considering certain shares that were forfeited to cover the required option exercise cost and tax obligations. For Stock Awards, represents shares of restricted stock units that vested on February 1, 2023, February 28, 2023 and June 30, 2023, on which dates the fair market value of a share of our Common Stock was $21.38, $15.99 and $12.17, respectively. Mr. Griggs received a total of 142,826 shares of our Common Stock in connection the net settlement of his vested stock awards to cover required tax withholding obligations.

  47. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits.

  48. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation On November 17, 2023 the Company adopted the AdaptHealth Non-Qualified Deferred Compensation Plan (the “NQDC Plan”), an unfunded, non-qualified deferred compensation plan. Participation in the NQDC Plan is limited to a select group of management and highly compensated employees, including NEOs of the Company. The NQDC Plan was effective as of January 1, 2024, and as of December 31, 2023, there were no participant contributions to the NQDC Plan.

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following summaries describe the potential payments and benefits that we would provide (or, in the case of Mr. Griggs, are currently providing) to our NEOs in connection with certain terminations of employment and/or change in control of the Company.

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The information in the table below describes and quantifies certain estimated compensation that would have become payable to our NEOs following a change in control of the Company and/or certain terminations of employment of our NEOs assuming that the change in control and/or termination of employment occurred as of December 31, 2023.

  51. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance Payment ($) | Continued Benefits ($) | Value of Accelerated Equity Awards(2) ($) | Total ($) | | Richard Barasch(1) | — | — | 186,726 | 186,726 | | Termination by the Company without cause in connection with a change in control(1) | | | | | | Jason Clemens | | | | | | Termination by the Company without cause | 1,040,000 | 26,646(3) | 164,404 | 1,231,050 | | Termination by the Executive for good reason | 1,040,000 | 26,646(3) | — | 1,066,646 | | Termination by the Company without cause in connection with a change in control | 1,040,000 | 26,646(3) | 1,146,557 | 2,213,203 | | Joshua Parnes | | | | | | Termination by the Company without cause | 2,500,000 | — | 50,811 | 2,550,811 | | Termination by the Executive for good reason | 2,500,000 | — | — | 2,500,000 | | Termination by the Company without cause in connection with a change in control | 2,500,000 | — | 2,178,799 | 4,678,799 | | Albert Prast | | | | | | Termination by the Company without cause | 705,205 | 7,613 | 237,741 | 950,559 | | Termination by the Executive for good reason | 705,205 | 7,613 | — | 712,818 | | Termination by the Company without cause in connection with a change in control | 705,205 | 7,613 | 892,507 | 1,605,325 | | Shaw Rietkerk | | | | | | Termination by the Company without cause | 400,000 | — | 150,305 | 550,305 | | Termination by the Company without cause in connection with a change in control | 400,000 | — | 556,650 | 956,650 | | Stephen Griggs(4) | | | | | | Potential payments upon a change in control | — | — | 1,163,156 | 1,163,156 |

  52. Potential Payments Upon Termination or Change in Control

    Pursuant to his letter agreement and due to the interim nature of his role, Mr. Barasch’s is not entitled to receive any severance benefits upon a termination of employment as Interim CEO for any reason. The amounts reported in this row reflect Mr. Barasch’s outstanding equity award in connection with his service on the board of directors in 2023 and reflect the treatment of his equity award pursuant to the terms of the 2019 Stock Incentive Plan upon a termination without cause in connection with a change in control. (2) For the purposes of calculating the value of accelerated equity awards under the 2019 Stock Incentive Plan in connection with a termination of employment by the Company without cause in connection with a change in control, we have assumed that any equity awards subject to performance-based vesting criteria were assumed or substituted based on performance at 100% of target. (3) The amounts reported in this column reflect (i) $12,000 related to Mr. Clemens’ continued automobile allowance for a 12-month period; and (ii) $14,646 related to Mr. Clemens’ continued medical benefits for a 12-month period. Mr. Griggs was no longer an employee of the Company as of December 31, 2023. This amount represents Mr. Griggs’ outstanding equity awards subject to performance-based vesting criteria, which continue to vest without regard to any continued employment or service conditions, and would have vested in connection with a change in control occurring on December 31, 2023.

  53. Director Compensation

    Director Compensation The following table sets forth the material terms of the compensation received by each of our non-employee directors for the year ended December 31, 2023.

  54. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Richard Barasch(3) | — | — | — | | Terence Connors | 150,000 | 157,576 | 307,576 | | Susan Weaver, M.D. | 130,000 | 157,576 | 287,576 | | Bradley Coppens | 130,000 | 176,674 | 306,674 | | Dale Wolf | 140,000 | 157,576 | 297,576 | | David S. Williams III | 120,000 | 157,576 | 277,576 | | Ted Lundberg | 130,000 | 157,576 | 287,576 | | Greg Belinfanti | 120,000 | 157,576 | 277,576 |

  55. Director Compensation

    (1) For the year ended December 31, 2023, with the exception of Mr. Barasch, each of our non-employee directors received cash payments totaling $100,000 representing their annual retainer fees for their service during 2023. The amounts reported for each of Dr. Weaver and Mr. Connors include additional cash payments totaling $20,000 and $40,000, respectively, representing their annual retainer fees for their service as chairs of our compliance committee and audit committee, respectively. The amounts reported for each of Mr. Connors, Dr. Weaver, Mr. Coppens, Mr. Wolf, Mr. Williams, Mr. Lundberg, and Mr. Belinfanti include additional cash payments totaling $10,000, $10,000, $30,000, $40,000, $20,000, $30,000 and $20,000, respectively, representing fees for their service on certain committees. (2) Represents the aggregate grant-date fair value for accounting purposes, in accordance with FASB ASC 718, of (i) 15,949 shares of restricted stock to each of our non-employee directors, and (ii) with respect to Messrs. Barasch and Coppens, an additional 9,665 and 1,933, respectively, shares of restricted stock for their service as our Chairman and the chair of our compensation committee, respectively, granted pursuant to the Plan and approved by our compensation committee on June 21, 2023 and will vest 100% on the occurrence of our 2024 annual meeting of stockholders. (3) Prior to his commencement as Interim CEO, Mr. Barasch received cash fees and a stock award in respect of his services on the board of directors in 2023. Those amounts are reported in the Summary Compensation Table along with his compensation as Interim CEO.

  56. Narrative to Director Compensation

    Narrative to Director Compensation In general, during each fiscal year, our non-employee directors are eligible to receive (i) an annual cash retainer of $100,000 and (ii) a grant of shares of restricted stock in the amount of $165,000, determined based on the volume-weighted average price of a share of Common Stock as reported by NASDAQ for the 20 days immediately prior to the annual meeting of stockholders of the Company. Our Chairman and the chairs of certain of our board committees are eligible to receive an additional annual retainer (in cash or as a grant of restricted shares (determined based on the volume-weighted average price of a share of Common Stock as reported by NASDAQ for the 20 days immediately prior to the annual meeting of stockholders of the Company), at the non-employee director’s election) in the following amounts: • $100,000 for our Chairman; • $40,000 for the chair of our Audit Committee; • $20,000 for each member of the Audit Committee; • $20,000 for the chairs of each of the Compensation Committee and Compliance Committee; and $10,000 for each member of the Compensation Committee, Nomination and Governance Committee and Compliance Committee Our Chairman also serves as the chair of our nominating and governance committee, for which he does not receive any additional retainer fees. In April 2024, it was discovered that the Company inadvertently overpaid Mr. Coppens a total of $17,500 in fees relating to his service as a member of certain committees over the past few years (including 2023). As a result, the Company will reduce amounts otherwise payable to Mr. Coppens in April 2024 by $17,500 to correct the overpayment.

  57. Pay Ratio Disclosure

    Pay Ratio Disclosure The compensation of our CEO in 2023 was approximately 113 times the median pay of our full-time and part-time employees, based on Mr. Barasch’s compensation as Interim CEO. We identified the median employee by including all W-2 employees as of December 31, 2023 who had received W-2 wages (or W-2 equivalents) during the calendar year. We then used the W-2 data to identify the median employee. We did not make any adjustments to the employee population or pay data in determining the median employee (e.g., no cost-of-living adjustments). For computing the ratio, we calculated such employee’s total annual compensation in the same manner in which we calculate total annual compensation for the CEO in the Summary Compensation Table. The total compensation of the median employee was calculated to be $35,127. Given the CEO transition in 2023, the CEO compensation reflects the annualized value of the Interim CEO’s (Richard Barasch’s) compensation per the Summary Compensation Table, excluding compensation he received as a member of the Board of Directors prior to becoming Interim CEO on July 1, 2023. We divided this by the median employee’s total annual compensation. The ratio is $3,953,403 divided by $35,127, or 113 to 1.

  58. Pay Versus Performance

    Pay Versus Performance The following table provides information for the fiscal years 2023, 2022, 2021 and 2020 with respect to the compensation of our principal executive officers (“PEOs”), which includes both our current and former CEOs, the average compensation of our other NEOs, and the performance measures set forth in the table.

  59. Pay Versus Performance

    | | Principal Executive Officers (“PEOs”)(1) | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total | | | Compensation Actually Paid Total(3) | | | Average Other Non-PEO NEOs(2) | | | | Net Income(5) ($MM) | Company Selected Measure: Adj. EBITDA(6) ($MM) | | Fiscal Year | Current: Richard Barasch | Former: Stephen Griggs | Former: Luke McGee | Current: Richard Barasch | Former: Stephen Griggs | Former: Luke McGee | Summary Comp Table Total | Comp Actually Paid Total(3) | Company TSR(4) | Peer Group TSR(4) | | | | 2023 | $2,265,183 | $10,437,819 | n/a | $2,048,248 | $1,893,765 | n/a | $2,440,283 | $(238,940) | $66 | $122 | $(679) | $671 | | 2022 | n/a | $4,724,344 | n/a | n/a | $4,296,449 | n/a | $2,823,510 | $1,841,864 | $175 | $116 | $69 | $594 | | 2021 | n/a | $3,935,883 | $8,061,871 | n/a | $2,710,254 | $(21,022,257) | $3,348,903 | $(523,574) | $223 | $146 | $156 | $566 | | 2020 | n/a | n/a | $1,009,533 | n/a | n/a | $45,324,179 | $1,560,590 | $5,644,394 | $342 | $133 | $(162) | $206 |

  60. Pay Versus Performance

    (1) For 2023, our PEOs included both our current interim CEO, Mr. Barasch, and our former CEO, Mr. Griggs. For 2022, our PEO was Mr. Griggs. For 2021, our PEOs included both Mr. Griggs and our former CEO, Mr. McGee. In 2020, our PEO was Mr. McGee. (2) For 2023, our non-PEO NEOs were Messrs. Parnes, Clemens, Prast, and Rietkerk. For 2022, our non-PEO NEOs were Messrs. Parnes, Clemens, Joyce, and Prast. For 2021, our non-PEO NEOs were Messrs. Parnes, Clemens, Prast, and Bunting. For 2020, our non-PEO NEOs were Messrs. Clemens and Rietkerk. In calculating the “Compensation Actually Paid” (“CAP”) amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions as of the measurement date. Time-vested restricted stock/unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date. Performance-vested restricted stock unit fair values are calculated based on the Monte Carlo valuation model as of the date of grant. Adjustments have been made using performance-vested restricted stock unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte Carlo assumptions. The assumptions used to calculate the fair value for purposes of determining CAP are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes. The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the S&P Healthcare Services Select Industry Index, which is included in the Company’s TSR performance graph in this Proxy Statement. (5) Represents the amount of GAAP Net Income (Loss), reflected in the Company’s audited financial statements for the year indicated. (6) We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to Company performance for fiscal year 2023. Our Compensation Committee determined the 2023 annual bonus outcome for eligible NEOs primarily based on the achievement of this measure. See page 43 of this Proxy Statement for additional information. In the calculation of CAP presented in the table, the following amounts (as presented on the following page) were deducted and added:

  61. Reconciliation of Summary Compensation Table (“SCT”) total to Compensation Actually Paid (“CAP”)

    Reconciliation of Summary Compensation Table (“SCT”) total to Compensation Actually Paid (“CAP”)

  62. Reconciliation of Summary Compensation Table (“SCT”) total to Compensation Actually Paid (“CAP”)

    | | | FY2023 | | | FY2022 | | FY2021 | | | FY2020 | | | Description of Elements Added / Subtracted to SCT Total to Calculate CAP | | Current PEO Barasch | Former PEO Griggs | Average Other NEOs | Former PEO Griggs | Average Other NEOs | Former PEO Griggs | Former PEO McGee | Average Other NEOs | Former PEO McGee | Average Other NEOs | | Summary Compensation Table (“SCT”) Total | | $2,265,183 | $10,437,819 | $2,440,283 | $4,724,344 | $2,823,510 | $3,935,883 | $8,061,871 | $3,348,903 | $1,009,533 | $1,560,590 | | - | Pension and equity amounts reported in SCT | $743,274 | $7,257,900 | $1,372,050 | $3,698,882 | $1,963,262 | $2,795,498 | $5,808,758 | $2,474,283 | $0 | $1,068,278 | | + | Fair value of equity compensation granted in current year and outstanding at year end | $186,726 | $294,606 | $434,705 | $3,950,263 | $2,096,688 | $1,569,869 | $0 | $1,646,856 | $0 | $2,297,808 | | + | Fair value of equity compensation that vested during the year | $627,336 | $2,710,394 | $702,575 | $348,109 | $2,458,557 | $0 | $12,515,922 | $4,290,608 | $21,372,494 | $1,107,877 | | + | Change in fair value of equity granted in prior years (valued at year-end); reflects Current Year Outstanding Value – Prior Year Outstanding Value | $(287,723) | $(4,291,154) | $(2,444,453) | $(1,027,385) | $(3,573,628) | $0 | $(35,791,292) | $(7,335,659) | $22,942,153 | $1,746,397 | | Compensation Actually Paid (“CAP”) | | $2,048,248 | $1,893,765 | $(238,940) | $4,296,449 | $1,841,864 | $2,710,254 | $(21,022,257) | $(523,574) | $45,324,179 | $5,644,394 |

  63. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure The following reflect the relationships between (i) CAP to our current and former PEOs, and the average of CAP to our non-PEO NEOs, to (ii) our cumulative TSR and our peer group TSR for the same period, our GAAP Net Income (Loss), and Adjusted EBITDA for the fiscal years 2020, 2021, 2022, and 2023. Note: For all charts above, PEOs are shown separately for the fiscal years in which the executive served in the PEO role 2020 and 2021 for our Former PEO, Mr. McGee (“Former PEO #2”); 2021, 2022, and 2023 for our Former PEO, Mr. Griggs (“Former PEO #1”), and 2023 for our current interim CEO, Mr. Barasch (Current PEO). Compensation data is not shown for fiscal years in which the executives were not employed by the Company.

  64. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following table lists our most important financial performance measures used to link CAP to our NEOs to company performance for fiscal year 2023.