DEF 14A of Accendra Health Inc/Va/, Apr 2, 2026

DEF 14A of Accendra Health Inc/Va/

Filed Apr 2, 2026 · FY20250001104659-26-038823

Open on EDGAR

  1. Proxy Statement Table of Contents

    | | Page | | 2025 Grants of Plan-Based Awards | 48 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 49 | | 2025 Option Exercises and Stock Vested | 50 | | Nonqualified Deferred Compensation Plan | 51 | | Potential Payments Upon Termination or Change in Control | 52 | | Pay Ratio Disclosure | 56 | | Pay Versus Performance | 57 | | Proposal 3: Advisory Shareholder Vote to Approve Executive Compensation | 62 | | Proposal 4: Approval of the Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan | 63 | | Equity Compensation Plan Information | 73 | | Stock Ownership Information | 74 | | Directors, Nominees, and Executive Officers | 74 | | Insider Trading Policy | 74 | | Stock Ownership by Certain Shareholders | 75 | | Information About the Annual Meeting and Voting Your Shares | 76 | | Certain Relationships and Transactions | 80 | | Shareholder Proposals | 80 | | Other Matters | 82 | | Appendix A – Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan | A-1 | | Appendix B – Accendra Health, Inc. Non-GAAP Financial Measures | B-1 |

  2. Director Nominees

    Director Nominees You are being asked to vote on the following six nominees for director. All directors are elected annually by a majority of the votes cast. More information about each director can be found under “Proposal 1: Election of Directors” beginning on page 16.

  3. Director Nominees

    | | | | | | Committee Memberships(1) | | | | | Name | Primary Occupation | Age | Director Since | Independent | Audit | Exec | Gov & Nom | OP&C | | Mark A. Beck | Chair of the Board, Accendra Health, Inc. Co-founder and Owner of B-Square Precision, LLC | 60 | 2019 | ✓ | | ✓ | ✓ | ✓ | | Gwendolyn M. Bingham | Retired United States Army Lieutenant General (three stars) | 66 | 2020 | ✓ | | ✓ | ✓ | | | Kenneth Gardner-Smith | Chief Executive Officer, Veritas Veterinary Partners | 45 | 2022 | ✓ | | ✓ | | ✓ | | Stephen W. Klemash | Retired Partner, Ernst & Young LLP Former Lead Partner, Ernst & Young Americas Center for Board Matters | 65 | 2021 | ✓ | ✓ | ✓ | | | | Teresa L. Kline | Retired President and Chief Executive Officer of Health Alliance Plan of Michigan and Executive Vice President of Henry Ford Health System | 67 | 2022 | ✓ | ✓ | | | | | Edward A. Pesicka | President & Chief Executive Officer, Accendra Health, Inc. | 59 | 2019 | | | ✓ | | |

  4. Director Nominees

    Audit = Audit Committee Exec = Executive Committee Gov & Nom = Governance & Nominating Committee OP&C = Our People & Culture Committee (1) Committee membership is as of April 2, 2026 which will be updated following the Annual Meeting.

  5. Director Nominee Group Information

    Director Nominee Group Information

  6. Director Nominee Group Information

    | 2 | Accendra Health, Inc. ● 2026 Proxy Statement |

  7. Our Corporate Governance Highlights

    Our Corporate Governance Highlights

  8. Our Corporate Governance Highlights

    | Director Independence and Board Leadership | ● All directors, including our Board Chair, are independent except for our CEO ● Only independent directors serve on the Audit, Governance & Nominating, and Our People & Culture Committees ● The independent directors on our Board and our Board committees conduct regular executive sessions without management | | Board Evaluation and Selection | ● The Board and each of its committees conduct an annual self-evaluation to assess their respective performance ● The Governance & Nominating Committee identifies Board candidates based on selection criteria and considers candidates with a diversity of experiences and backgrounds ● Our Bylaws provide that no director nominee can stand for election if the nominee is over age 72 ● Average age of director nominees is 60 | | Board and Committee Oversight | ● The Board actively engages annually in comprehensive senior management succession planning ● The Board and its committees perform risk oversight of our Company, including our enterprise risk management (“ERM”) program, environmental, social, and governance (“ESG”) framework, governance structure, and cybersecurity and information security risks ● Each Board committee oversees the specific financial, compensation, and governance risks related to its functions and responsibilities | | Governance Practices | ● Annual review of our Corporate Governance Guidelines and Board committee charters ● Our insider trading policy prohibits hedging or pledging Accendra Health stock ● Recoupment (“clawback”) policy for incentive compensation and all time-vesting equity awards ● Maintain substantial stock ownership requirements for directors and executive officers ● Our Code of Honor applies to our directors, executive officers, and all teammates ● Corporate Governance Guidelines limit director membership on other public company boards | | Shareholder Rights | ● Declassified Board with annual election of our directors serving one-year terms ● Majority voting standard for uncontested director elections (plurality voting in contested elections) ● Proxy access allowing holders of 3% of our stock for at least three years to include the greater of two nominees or nominees representing 20% of board seats in our proxy statement if they satisfy the requirements in our Company Bylaws ● Annual shareholder advisory vote on the compensation of our named executive officers |

  9. Our Corporate Governance Highlights

    | Accendra Health, Inc. ● 2026 Proxy Statement | 3 |

  10. Committees of the Board

    | ● | Reviews and recommends changes to director compensation; |

  11. Director Compensation

    Director Compensation The Governance & Nominating Committee reviews director compensation annually and is responsible for recommending to the Board any changes in director compensation. The Board makes the final determination with respect to director compensation. The Governance & Nominating Committee has the authority under its charter to retain outside consultants or advisors to assist it in gathering information and making decisions. The Company uses a combination of cash and equity compensation to attract and retain qualified candidates to serve on its Board. In setting director compensation, the Company considers the time commitment that directors must make in performing their duties, the level of skills required by the Company of its Board members and the market competitiveness of its director compensation levels. Additionally, from time to time, the Company performs a market review considering other leading companies of similar size to the Company and the Company’s peer group under the supervision of the Governance & Nominating Committee, and in consultation with the Company’s independent compensation consultant, to assess the compensation arrangements for the independent directors of the Company. The table below sets forth the schedule of fees paid to non-employee directors for their annual retainer and service in various capacities on Board committees and in Board leadership roles. Employee directors do not receive any additional compensation for serving on the Board or any of its committees.

  12. 2025 Director Compensation Table

    2025 Director Compensation Table The table below summarizes the actual compensation paid by the Company to non-employee directors who served during the year ended December 31, 2025. Mr. Pesicka’s compensation is shown in the table entitled “2025 Summary Compensation Table”.

  13. 2025 Director Compensation Table

    | | Fees Earned | | | | | or Paid | Stock | | | | in Cash | Awards | Total | | Name | ($) | ($)(1)(2)(3) | ($) | | Mark A. Beck | 255,000 | 205,000 | 460,000 | | Gwendolyn M. Bingham | 150,000 | 205,000 | 355,000 | | Kenneth Gardner-Smith | 143,750 | 205,000 | 348,750 | | Robert J. Henkel | 131,250 | 205,000 | 336,250 | | Rita F. Johnson-Mills | 125,000 | 205,000 | 330,000 | | Stephen W. Klemash | 155,000 | 205,000 | 360,000 | | Teresa L. Kline | 125,000 | 205,000 | 330,000 | | Carissa L. Rollins | 125,000 | 205,000 | 330,000 |

  14. 2025 Director Compensation Table

    | (1) Includes amounts deferred by the directors under the Directors’ Deferred Compensation Plan. |

  15. 2025 Director Compensation Table

    | (2) The amounts included in the “Stock Awards” column are the aggregate grant date fair value of the awards computed in accordance with the FASB ASC Topic 718. Assumptions used in the calculation of the stock awards are included in note 9 to the consolidated financial statements included in the Company’s 2025 Annual Report, which is incorporated herein by reference. The actual value a director may receive for Stock Awards depends on market prices, and there can be no assurance that the amounts shown are the amounts that will be realized. |

  16. 2025 Director Compensation Table

    | (3) The Stock Award amount of $205,000 equated to 28,914 RSUs based on the closing stock price of $7.09 on May 15, 2025, the date of grant. These shares will vest on May 15, 2026, subject to continued service through the applicable vesting date and accelerated vesting on a change in control. |

  17. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Six directors have been nominated for election to the Board for a one-year term expiring at the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) or until their respective successors are elected. Each nominee has agreed to serve if elected and qualified. If any nominee is not able to serve, the Board may designate a substitute or reduce the number of directors serving on the Board. Proxies will be voted for the nominees shown below (or if not able to serve, such substitutes as may be designated by the Board). The Board has no reason to believe that any of the nominees will be unable to serve. Following the divestiture of the Company’s P&HS business at the end of 2025, the Board conducted an assessment of its size and composition to determine whether adjustments were appropriate in light of the smaller size and scope of the Company. The Board ultimately determined that the Company would be better served by a smaller, more nimble Board and reduced the number of directors to six. Our Bylaws currently provide that the number of directors constituting the Board shall from time to time be set by resolution adopted by the affirmative vote of a majority of the directors in office. In accordance with the Bylaws, the Board has approved that the Board would consist of six directors. The Governance & Nominating Committee has recommended to the Board, and the Board has approved, six persons as nominees for election to the Board. Proxies cannot be voted for a greater number of directors than the number of nominees named.

  18. Proposal 1: Election of Directors

    | The Board recommends a vote FOR the election of each director nominee. |

  19. Board Composition and Qualifications

    Board Composition and Qualifications We believe that our Board has a breadth of skills and experience that promotes effective oversight of our business strategies. Our Board periodically reviews its composition with a view to maintaining an appropriate mix of attributes as our business evolves. Information on each nominee, including the particular experience, qualifications, attributes, and/or skills that led the Board to conclude that he or she should serve as a director of the Company, is set forth below in the following table and in nominee specific disclosures.

  20. Board Composition and Qualifications

    | Experience & Skills of Director Nominees | Beck | Bingham | Gardner-Smith | Klemash | Kline | Pesicka | | Significant Executive Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Healthcare Industry | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Home Healthcare Industry | | | ✔ | ✔ | ✔ | ✔ | | Operations | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Distribution, Supply Chain, & Logistics | ✔ | ✔ | | ✔ | | ✔ | | Procurement & Supplier Management | ✔ | ✔ | ✔ | | ✔ | ✔ | | Technology / Cybersecurity / IT Oversight | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Literacy & Reporting | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Risk Oversight / Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Public Company Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Sustainability and Human Capital Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |

  21. Board Composition and Qualifications

    | 16 | Accendra Health, Inc. ● 2026 Proxy Statement |

  22. Nominees for Election

    Nominees for Election

  23. Nominees for Election

    | Mark A. Beck | | | Principal Occupation: Co-founder and Owner of B-Square Precision, LLC Age 60 Director since 2019 Independent Director, Chair of the Board Committees: Executive (Chair), Governance & Nominating, Our People & Culture | Background: Mr. Beck serves as the Board’s Chair, a position he has held since September 2020, and is the co-founder and owner of B-Square Precision, LLC, a private company engaged in the acquisition and management of companies that manufacture high-precision tools, dies, molds and components. Previously, Mr. Beck served as President and Chief Executive Officer of JELD-WEN Holding, Inc. (JELD-WEN), one of the world’s largest door and window manufacturers, from November 2015 to February 2018, and was a director of JELD-WEN from May 2016 to February 2018. Prior to JELD-WEN, Mr. Beck served as an Executive Vice President at Danaher Corporation, leading Danaher’s water quality and dental platforms, beginning in April 2014. Previously, he spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President overseeing Corning’s environmental technologies and life science units in July 2012. In 2025, Mr. Beck was appointed visiting Professor of Practice at Cornell University, teaching courses on leadership, strategy, and innovation at the MBA, master of engineering and undergraduate levels. Mr. Beck currently serves on the board of directors of IDEX Corporation where he chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. Mr. Beck also serves on the board of kdc/one, a privately held company sponsored by KKR and Cornell Capital. He formerly served on the board of directors of Dow-Corning Corporation from 2010 to 2014. Qualifications: The Board has nominated Mr. Beck to continue his service as a director based on his experience as a chief executive officer of a public company with significant leadership and operations experience, and his track-record of innovation and successfully integrating acquired businesses. His insights, knowledge, and experience leading business development bring a well-informed perspective to Accendra Health’s Board that assists us strategically as we drive sustainable growth in our home-based care services and solutions. |

  24. Nominees for Election

    | Gwendolyn M. Bingham | | | Principal Occupation: Retired United States Army Lieutenant General (three-stars) Age 66 Director since 2020 Independent Director Committees: Executive, Governance & Nominating (Chair) | Background: Lieutenant General (three-stars) Bingham retired in September 2019 from the U.S. Army following a 38-year career in the military. During her military career, LTG (retired) Bingham served as Department of the Army Assistant Chief of Staff for Installation Management from 2016 through her retirement in 2019. Previously, she was Commanding General, U.S. Army Tank-Automotive and Armaments Lifecycle Management Command from 2014 to 2016; Commanding General, White Sands Missile Range from 2012 to 2014; Commandant, U.S. Army Quartermaster School from 2010 to 2012; and Chief of Staff, Combined Arms Support Command and Sustainment Center of Excellence from 2008 to 2010. LTG (retired) Bingham holds numerous civic and military honors commensurate with her rank and lauded achievements. LTG (retired) Bingham serves on the board of SitelogIQ, a privately held company, since January 2021. She previously served on the board of Exactech, Inc, a privately held company from 2021 to October 2025. Qualifications: The Board has nominated LTG (retired) Bingham to continue her service as a director of the Company based on her over 23 years of senior executive leadership experience in complex logistics and supply chain management, resource management, environmental and energy matters, talent management and strategic planning. Additionally, LTG (retired) Bingham has unique experience in leading the Army’s most significant integrated material management center with manufacturing centers in multiple locations and personnel worldwide to support the Army’s efforts to sustain, prepare and transform its operations. LTG (retired) Bingham’s installation (city) management expertise provides insight into the challenges faced in the business of providing critical products and services to supported customers while enabling their highest readiness outcomes and quality of life. |

  25. Nominees for Election

    | Accendra Health, Inc. ● 2026 Proxy Statement | 17 |

  26. Nominees for Election

    | Kenneth Gardner-Smith | | | Principal Occupation: Chief Executive Officer, Veritas Veterinary Partners Age 45 Director since 2022 Independent Director Committee: Executive, Our People & Culture (Chair) | Background: Mr. Gardner-Smith has served as the Chief Executive Officer of Veritas Veterinary Partners since December 2024. Mr. Gardner-Smith served from 2020 to April 2024 as the Chief People Officer for DaVita, Inc., a Fortune 500 kidney dialysis service provider. Prior to that Mr. Gardner-Smith held the following positions with DaVita, including Regional Group VP, Field Operations – Southeast from 2015 to 2019, Division VP from 2014 to 2015, Group Director from 2013 to 2014, and Regional Director, Operations from 2011 to 2013. Prior to his employment with DaVita from 2008 to 2011, Mr. Gardner-Smith worked as an investment banker at Morgan Stanley focused on mergers and acquisitions. From 2003 to 2006, Mr. Gardner-Smith was a Relationship Manager for Wells Fargo. Qualifications: The Board has nominated Mr. Gardner-Smith to continue his service as a director of the Company based on his extensive experience and business management leadership in the healthcare industry, including home-based care, as well as his experience developing process innovation, transformation, and talent strategies. His experience and range of perspectives as a senior healthcare executive in compensation, succession planning and diversity and inclusion will benefit the Company as it continues to develop talent and invest in human capital resources and expand as a healthcare solutions partner for the healthcare industry. |

  27. Nominees for Election

    | Stephen W. Klemash | | | Principal Occupation: Retired Partner, Ernst & Young and EY Americas Center for Board Matters Age 65 Director since 2021 Independent Director Committees: Audit (Chair), Executive | Background: Mr. Klemash retired in June 2021 as a Partner with Ernst & Young LLP (EY), a position he held since 1997. Mr. Klemash served in a limited consulting capacity with EY through June 2022. In addition, Mr. Klemash also previously served as the Lead Partner with the EY Americas Center for Board Matters (CBM), from 2016 to December 2021. Prior to that Mr. Klemash held multiple Managing Partner positions for EY including from 2011 to 2016 East Central and Central Managing Partner of Accounts, from 2009 to 2011 East Central Region Managing Partner of Advisory, from 2007 to 2009 North Central Region Managing Partner of Assurance and Advisory Business Services and from 2002 to 2007 Pittsburgh Office Managing Partner. Prior to 2002, Mr. Klemash was an assurance practitioner, from the date of his hire by EY in 1984, serving clients in a variety of industries. Mr. Klemash is a certified public accountant and member of the American Institute of Certified Public Accountants. Qualifications: The Board has nominated Mr. Klemash to continue to serve as a director of the Company based on his extensive experience working with public companies, strong financial knowledge, and breadth of experience in business consulting, accounting, risk management, technology and cybersecurity, and corporate governance. The Board believes that the Company will benefit from Mr. Klemash’s comprehensive knowledge of board governance along with his accounting, general business advisory skills and background in risk management and information security programs. |

  28. Nominees for Election

    | 18 | Accendra Health, Inc. ● 2026 Proxy Statement |

  29. Nominees for Election

    | Teresa L. Kline | | | Principal Occupation: Retired, President & Chief Executive Officer of Health Alliance Plan of Michigan and Executive Vice President of Henry Ford Health System Age 67 Director since 2022 Independent Director Committee: Audit | Background: Ms. Kline retired in 2019 as President and Chief Executive Officer of Health Alliance Plan of Michigan and Executive Vice President of Henry Ford Health System, positions she held since 2016. Prior to that, her 40+ years of experience in healthcare include executive roles at Health Care Service Corporation (Senior Vice President and Chief Health Care Management Officer), HealthSouth (Senior Vice President), CHA Health (Chief Executive Officer), United Health Group (Chief Executive Officer of UHC-GA), OnCare (Senior Vice President) and Aetna Health Plans (Regional Vice President). Ms. Kline currently serves on the private company board of directors of National Mobility & Seating, a mobility solutions company, SaVida Health, an outpatient opioid use disorder treatment provider, and Presbyterian Healthcare Services, a health system. Previously, Ms. Kline served on the public company board of directors of Amedisys, Inc., a home health and hospice company, until it was acquired in August 2025 by United Health Group’s Optum (committee service: Audit, Compensation, Governance). Ms. Kline also serves on the board of Kalamazoo College. Previously, Ms. Kline served as the Chairman of two private health care technology companies, Medecision and Availity. Ms. Kline formerly served on the board of directors of Apria, Inc., until it was acquired in March 2022 by Accendra Health, Inc., and Intersect ENT, until it was acquired in May 2022 by Medtronic, Inc. (committee service: Audit, Compensation, Governance). Qualifications: The Board has nominated Ms. Kline to continue her service as a director of the Company based on her extensive knowledge in many different aspects of the healthcare industry including payor and provider experience, insurance, managed care, consulting, and outpatient facility management, and has successfully driven financial and operational turnaround, growth, mergers and acquisitions. Additionally, Ms. Kline is a seasoned healthcare executive with more than 40 years’ experience and deep knowledge of healthcare market dynamics and regulations, as well as healthcare technology and cybersecurity oversight. Ms. Kline has significant outside board experience, including other public company boards. |

  30. Nominees for Election

    | Edward A. Pesicka | | | Principal Occupation: President and Chief Executive Officer of Accendra Health, Inc. Age 59 Director since 2019 Committee: Executive | Background: Mr. Pesicka is the President and Chief Executive Officer of Accendra Health, Inc. a position he has held since March 2019. Previously Mr. Pesicka served as an independent consultant and advisor in the healthcare, life sciences and distribution industries since January 1, 2016. From January 2000 through April 2015, Mr. Pesicka served in various roles of increasing responsibility at Thermo Fisher Scientific Inc., including, Chief Commercial Officer and Senior Vice President from January 2014 to April 2015. Prior to that, he was President, Customer Channels at Thermo Fisher from July 2008 to January 2014 and President, Research Market from November 2006 to July 2008. Earlier in his career, Mr. Pesicka held various Vice President-level roles in Thermo Fischer Scientific’s finance department, serving as Chief Financial Officer of numerous divisions. Prior to Thermo Fisher Scientific, Mr. Pesicka spent eight years with TRW, Inc. in its finance department and three years with PricewaterhouseCoopers as an auditor. Mr. Pesicka serves on the public company board of directors of Fortrea, where he is a member of the Audit Committee and the Management Development & Compensation Committee. Qualifications: The Board has nominated Mr. Pesicka to continue to serve as a director of the Company based upon his unique ability as President and Chief Executive Officer to communicate to and inform the Board about the Company’s day-to-day operations, implementation of strategic initiatives, and industry developments. The Board believes that Mr. Pesicka brings an important perspective on the Company’s current operations and ongoing relationships with customers and suppliers. Mr. Pesicka’s substantial experience and expertise in distribution, as well as the healthcare and life sciences industries, allow him to contribute valuable industry perspectives and strategic leadership to the Board. |

  31. Nominees for Election

    | Accendra Health, Inc. ● 2026 Proxy Statement | 19 |

  32. Compensation Discussion and Analysis

    | Our Executive Compensation Philosophy Our executive compensation programs are designed to reflect a pay-for-performance philosophy that aligns with the business’s strategy and goals, both short and long-term, and pays for sustained performance, profitable growth, and achievement of results. We generally target the 50th percentile of our peer group and the relevant market as a reference point for positioning target total compensation for our executives(1), with the ability to earn above or below the 50th percentile based on Company and/or individual performance. Key considerations when determining an executive’s compensation include experience, size and scope of role, pay position relative to the market, internal equity, and talent retention. We designed our executive compensation program framework to reward for Company and individual performance, with a focus on the following objectives: ● Reasonable but market-competitive base salaries to attract, motivate, and retain executives. ● Appropriate balance between short- and long-term incentives and fixed and at-risk incentive compensation, to weigh cost against expected benefit and to align with the creation of shareholder value, including: ● Annual cash incentives to drive critical business results each year; and ● Long-term equity awards to retain management and incentivize executives to focus on longer-term financial performance and execution of our operational and strategic plans. ● Retirement, severance, and other market-competitive benefits to attract executive talent and encourage retention. (1) This is a reference point, not a policy, and actual compensation may be above or below the target level based on Company and/or individual performance. |

  33. Compensation Components

    | Short-Term Compensation Cash | ●Base salary ●Annual Incentive Plan (AIP) | | Long-Term Compensation Equity | ●Stock Incentive Plan ● 50% restricted stock units (RSUs) ● 50% performance stock units (PSUs) | | Other | ●Retirement Savings (401(k)) & Executive Deferred Compensation & Retirement Plan(1) ●Health and welfare benefits ●Termination-related pay |

  34. Performance Goals and Results

    Performance Goals and Results

  35. Performance Goals and Results

    | | | | | Weighted | | | Performance Metric | Target | Actual(1) | Achievement | | 2025 AIP | 2025 Total Adjusted EBITDA (60%) | $575 million | $426 million | 0% | | (Paid in March 2026) | 2025 Total Revenue (20%) | $11,000 million | $10,665 million | 0% | | | Net Debt Reduction (20%)(2) | $100 million | $0 million | 0% |

  36. Performance Goals and Results

    | 1 | Shown on a constant currency basis. Total revenue was $10,672 million for the year-ended December 31, 2025 and was favorably impacted by foreign currency of $7.1 million. Total Adjusted EBITDA was $424 million for the year-ended December 31, 2025 and was unfavorably impacted by foreign currency of $1.3 million. Total revenue and total Adjusted EBITDA are non-GAAP financial measures which as included in this Proxy Statement reflect the combined results of continuing operations and discontinued operations. A reconciliation to the most comparable GAAP equivalent financial measure is described in Appendix B of this Proxy Statement. |

  37. Performance Goals and Results

    | 2 | Actual net debt reduction excluded the $342 million of proceeds received in connection with the sale of the P&HS business, as such sale proceeds were not contemplated when the OP&C approved this performance goal. Net debt is a non-GAAP financial measures included in this Proxy Statement and a reconciliation to the most comparable GAAP equivalent financial measure is described in the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2026. |

  38. Performance Goals and Results

    | Say-on-Pay Voting History | | | 2023 | 97% | | 2024 | 98% | | 2025 | 95% | | Learn more about recent shareholder input on compensation on page 32. | |

  39. Performance Goals and Results

    | Accendra Health, Inc. ● 2026 Proxy Statement | 27 |

  40. Summary of Our 2025 Decisions

    | Factors That Guided Compensation Decisions | ● Executive compensation philosophy ● Degree of achievement of key strategic financial and operational goals for 2025 (for base salary, annual bonus payments and equity grant decisions made in early 2026) ● Recommendations of our President & CEO (other than with respect to his own compensation) ● Advice of an independent compensation consultant ● Shareholder input ● Market pay practices ● Current and historical Accendra Health compensation | | 2025 Compensation Program Changes | Annual Incentive Plan The metrics for the 2025 AIP were adjusted from the 2024 AIP to reflect the Company’s key short-term objectives. The Company retained the Revenue metric (20% weight), replaced Annual Operating Income with Adjusted EBITDA (60% weight), and introduced Net Debt Reduction (20% weight) replacing Operating Model Realignment Program benefits. There were no other changes to the AIP program for our NEOs in 2025. |

  41. Summary of Our 2025 Decisions

    | Key 2025 Compensation Decisions | Base Salary Decisions There were customary base salary adjustments for our NEOs in 2025, which are outlined later in this CD&A. Annual Incentive Plan Decisions As summarized herein, the Company did not meet its overall performance metrics for 2025. Accordingly, the overall annual total company bonus pool was funded at 0% of the target performance level and three of the five NEOs were not awarded annual bonus payments under the AIP for 2025. The bonus pool for the Patient Direct segment was funded at 20%. As detailed below, Mr. Pesicka successfully led the Company through the transformative change and was instrumental to the successful divestiture of the P&HS business, which was one of Mr. Pesicka’s key performance objectives for 2025. Accordingly, Mr. Pesicka was awarded a partial bonus in recognition of this accomplishment. Additionally, Mr. Bernocchi was CEO of the Patient Direct segment for the vast majority of 2025 and he was awarded a partial bonus in line with the segment performance. Equity Grant Decisions In 2025, the Company granted RSUs and PSUs to the NEOs. The PSUs can be earned in an amount ranging from 0% to 200% of the target number of awarded shares based on the Company’s adjusted EBITDA performance and relative TSR as measured against performance of the S&P 1500 Health Care Equipment and Services Index. Severance Agreements On February 27, 2025, our Board approved the amendment and restatement of our Officer Severance Policy, in which each of our NEOs participates, and the Company’s existing Executive Change of Control Severance Agreements with each of our NEOs other than Mr. Long (the “CIC Agreements”). Among other things, (i) the Officer Severance Policy was updated to increase the applicable severance multiplier and severance period from 1.50x and 18 months, respectively, to 2.0x and 24 months, and (ii) the Board approved the amendment of the CIC Agreements to increase (a) the applicable severance multiplier from 2.0x to 3.0x, and (b) the applicable period for the employer portion of COBRA premiums from two years to three years. Transaction Bonuses The Company implemented a transaction bonus program to incentivize the successful completion of the divestiture of the P&HS business. The majority of the participants in that program were not NEOs, but the Board approved the payment of a transaction bonus to Mr. Leon in the amount of $300,000 and Mr. Galloway in the amount of $265,000 in recognition of their critical roles and contributions in closing the divestiture. These payments were made in March of 2026 as cash awards under our 2023 Omnibus Incentive Plan. |

  42. Aligning Pay with Performance

    | | Short-term Incentive | Long-term Incentive | | | | Annual Bonus | Performance-based Equity | Time-based Equity | | Objective | Reward achievement of short-term (annual) corporate performance goals | Reward long-term financial results and drive shareholder value creation | Drive shareholder value creation Reinforce ownership in the Company Support retention of executives | | Form | Cash | PSUs (50%) | RSUs (50%) | | Time Horizon | 1 year | 3 years | Annual vesting over 3 years | | Metrics | Adjusted EBITDA (60% weighting) Revenue (20% weighting) Net Debt Reduction (20% weighting) | Adjusted EBITDA (50% weighting) Relative TSR (50% weighting) | Continued employment |

  43. Aligning Pay with Performance

    In 2026, the OP&C Committee approved changes to the long-term incentive program design to better align our executives to our strategy, to reflect the evolution of the Company with the divestiture of the P&HS business, drive value creation, and to responsibly manage our annual share usage. Our executives’ 2026 long-term incentive awards are more heavily weighted towards performance-based awards. Our CEO’s award is 100% performance-based (evenly split between stock-settled PSUs and cash-settled PSUs), while 75% of the mix for our other NEOs is performance-based (50% stock-settled PSUs and 25% cash-settled PSUs) and 25% is time-based RSUs. To further manage the Company’s share usage, a share price floor of $5.29 (200-day moving average as of February 1, 2026) was used to determine the target number of shares granted to recognize the Company’s low share price as of the March 2026 grant date.

  44. Compensation Factors and Governance

    | WHAT WE DON’T DO | | | | No Employment Agreements. We do not have employment agreements with our executive officers. | | | No Hedging. We prohibit our executive officers and directors from hedging against the economic ownership of Company stock. | | | No Pledging. We prohibit our executive officers from pledging Company stock. | | | No Repricing of Equity Awards. Our stock plans do not permit the repricing of equity awards without shareholder approval. | | | No Tax Gross-Ups. We do not provide excise tax gross-ups. |

  45. Compensation Factors and Governance

    | ● | Limits on Incentive Compensation. We cap our AIP awards at 200% of the executive’s target award to protect against excessive focus on short-term incentives, and the OP&C Committee has discretion to reduce awards based on factors it deems appropriate, including whether officers took unnecessary risks. |

  46. Compensation Factors and Governance

    | ● | Performance Metrics. We use financial performance metrics for our AIP that emphasize profitable and disciplined growth and require responsible and risk-based decision-making by our executives. We also use operational metrics and specific management-by-objective criteria (“MBO”s) to reward executives for appropriate decision-making and accomplishment of non-financial goals. |

  47. Compensation Factors and Governance

    | ● | PSUs/Long-Term Equity Awards. At least half of an executive’s annual equity compensation consists of PSUs with a multi-year performance cycle which focuses management on sustaining the Company’s long-term performance. The other portion of an executive’s annual equity compensation consists of RSU awards that vest annually over a period of three years and, accordingly, further encourage a focus on long-term performance and support executive retention. |

  48. Compensation Factors and Governance

    | ● | Share Ownership Guidelines. Our share ownership guidelines ensure that our executives have a substantial stake tied to long-term holdings in Company stock. |

  49. Compensation Factors and Governance

    | ● | Recoupment Policy. Incentive compensation and all time-vesting equity awards granted or paid to our current and former executive officers and other senior executives and teammates as the OP&C Committee may from time to time designate are subject to recoupment under certain circumstances involving a restatement of our financial statements. |

  50. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The OP&C Committee has the authority under its charter to retain independent consultants to assist it in making decisions regarding compensation. In 2025, the OP&C Committee engaged Willis Towers Watson (“WTW”) as its independent compensation consultant until May 20, 2025. The OP&C Committee also engaged Farient Advisors specifically to advise on the structure of the Company’s performance-based equity program. On May 21, 2025, the OP&C Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent consultants to, among other things:

  51. Role of the Independent Compensation Consultant

    | ● | Analyze competitiveness of each element of compensation and total compensation for each of the NEOs relative to our peer group and industry trends; |

  52. Role of the Independent Compensation Consultant

    | ● | Provide information regarding executive compensation trends and regulatory changes and developments; and |

  53. Role of the Independent Compensation Consultant

    | ● | Provide input on annual and long-term incentive design. |

  54. Role of the Independent Compensation Consultant

    Our consultants report directly to the OP&C Committee, and, aside from their work with the OP&C Committee and Governance & Nominating Committee, perform no other work for the Company. The OP&C Committee has analyzed whether the work of our consultants raised any conflict of interest and has concluded that the work of our advisors, including the individuals employed by our advisors who provide consulting services to the OP&C Committee, have not created, nor are they encumbered by, any conflict of interest.

  55. Role of the Independent Compensation Consultant

    | Accendra Health, Inc. ● 2026 Proxy Statement | 33 |

  56. Role of the Executive Compensation Peer Group

    Role of the Executive Compensation Peer Group

  57. Role of the Executive Compensation Peer Group

    | Each year, we evaluate our compensation levels and programs through comparisons to available information for a group of peer companies selected by the OP&C Committee based in part on recommendations from and analyses prepared by the OP&C Committee’s independent consultant. This evaluation helps us to assess whether our level and mix of executive pay is competitive and reasonable when compared to certain industry standards. The OP&C Committee periodically reviews the peer group to ensure it remains appropriate and relevant as a market reference and modifies the peer group as necessary to reflect changes at the Company, among the peers or within the industry. For 2025, the following primary considerations were evaluated when reviewing existing peers and developing recommendations: ● Focus on relevant distribution companies. Focus comparisons to health care distribution and/or broader distribution companies as relevant. ● Recognize broader healthcare industry. The Company’s long-term focus on the growth of its Global Products and Patient Direct businesses increases the relevance of healthcare equipment/supplies companies, including from an executive talent market perspective. ● Balance financials/size criteria. Ensure comparability of peer companies across a range of relevant financial criteria to ensure the Company is appropriately positioned relative to the peer group. | Accendra Health is reasonably aligned with median revenues when compared to the peer group. We generally target total compensation packages for NEOs to reflect the 50th percentile of our peer group of companies when financial and operational goals are achieved. We design our total compensation packages to provide pay above or below the 50th percentile compared to our peer group when results exceed or do not meet financial and operational goals, as applicable. |

  58. Role of the Executive Compensation Peer Group

    | 34 | Accendra Health, Inc. ● 2026 Proxy Statement |

  59. Role of the Executive Compensation Peer Group

    The 14 peer companies we used to inform 2025 compensation decisions are outlined below.

  60. Role of the Executive Compensation Peer Group

    | 2025 Peer Companies | | | AdaptHealth Corp. | Patterson Companies, Inc. | | Baxter International Inc. | Quest Diagnostics Incorporated | | Boston Scientific Corporation | ResMed Inc. | | C.H. Robinson Worldwide, Inc. | Select Medical Holdings Corporation | | DENTSPLY SIRONA Inc. | STERIS plc | | Henry Schein, Inc. | WESCO International, Inc. | | Hologic, Inc. | Zimmer Biomet Holdings, Inc. |

  61. Role of the Executive Compensation Peer Group

    Following the divestiture of the P&HS Business, the Company reassessed its peer group companies to evaluate whether changes were appropriate to account for the Company’s change in size, scope, and business model. The 16 peer companies that will be used to inform 2026 compensation decisions are outlined below.

  62. Role of the Executive Compensation Peer Group

    | 2026 Peer Companies | | | AdaptHealth Corp. | Encompass Health Corporation | | Addus HomeCare Corporation | Option Care Health, Inc. | | Amedisys | Pediatrix Medical Group, Inc. | | AMN Healthcare Services, Inc. | Premier, Inc. | | Aveanna Healthcare Holdings Inc. | RadNet, Inc. | | Brookdale Senior Living Inc. | Select Medical Holdings Corporation | | Chemed Corporation | Surgery Partners, Inc. | | DENTSPLY SIRONA Inc. | The Ensign Group, Inc. |

  63. Role of the Executive Compensation Peer Group

    | Accendra Health, Inc. ● 2026 Proxy Statement | 35 |

  64. Annual Performance-Based Cash Incentives

    Annual Performance-Based Cash Incentives We provide annual performance-based cash incentive opportunities to executive officers to incentivize them to achieve our current-year business and financial goals. Each year, the Board approves an annual operating plan, or AOP, that includes financial, strategic, and other goals, and we base annual incentive goals for the executive officers on the approved AOP. The goals include both Company performance and individual MBOs specific to each executive. The OP&C Committee also structured our 2025 AIP to include MBOs as performance metrics that allow for a modifier of incentive compensation earned by the NEOs. The relative weighting of each of these metrics is set forth in the table below.

  65. Annual Performance-Based Cash Incentives

    | Corporate Performance | | | | | Individual Performance | | Measure | Adjusted EBITDA | Revenue | Net Debt Reduction | modified by | MBOs | | Weighting | 60% | 20% | 20% | | +/- 35% |

  66. Annual Performance-Based Cash Incentives

    | Accendra Health, Inc. ● 2026 Proxy Statement | 37 |

  67. 2025 Company Financial Metrics and Performance

    The OP&C Committee approved the 2025 Adjusted EBITDA, Revenue, and the Net Debt Reduction goals and related compensation levels based on a conclusion that they provided a reasonable opportunity to achieve a bonus at the target level and an appropriately challenging stretch opportunity for performance in excess of target. The approved AIP included a 50% threshold level of performance that must be attained to receive any cash incentive payout; a target level of performance, which, if attained, would result in a 100% of target cash incentive payout; and a maximum level of 200% of target for any cash incentive award. For achievement levels above threshold but below target, or above target but below maximum, payout amounts are calculated based on a straight-line interpolation of the achievement level above threshold or target, as applicable. The threshold, target, and maximum levels of the 2025 AIP and associated 2025 performance are set forth in the table below. These financial goals are set on a constant currency basis so performance can be measured without positive or negative impact from currency fluctuations that are largely outside of the NEOs’ control. As a result of the sale of the P&HS business and discontinued operations accounting, the Adjusted EBITDA and Revenue metrics are re-labeled as Total Adjusted EBITDA and Total Revenue to reflect the combined results of discontinued operations and continuing operations. These combined results are comparable to the performance metrics approved by the

  68. 2025 Company Financial Metrics and Performance

    | | Threshold | Target | Maximum | | Actual AIP | | Performance Metric | (50%) | (100%) | (200%) | Actual(1) | Achievement | | 2025 Total Adjusted EBITDA (60%) | $530 million | $575 million | $650 million | $426 million | 0% | | 2025 Total Revenue (20%) | $10,750 million | $11,000 million | $11,300 million | $10,665 million | 0% | | Net Debt Reduction (20%)(2) | $50 million | $100 million | $200 million | $0 million | 0% |

  69. 2025 NEO MBOs and Performance

    | ● | Allow for negative discretion to reduce a bonus award where the NEO has not successfully performed his MBOs. |

  70. 2025 NEO MBOs and Performance

    For the NEOs' MBOs, performance was evaluated after year-end with the CEO making recommendations to the OP&C Committee based on the achievement of each NEO's specific MBOs, other than his own. The OP&C Committee reviewed the CEOs recommendations and determined the payout factor for all of the NEOs. Following the determination of the financial achievement of 0% for the overall annual total company bonus pool, Messrs. Leon, Long and Galloway were not awarded any bonus payment under the AIP for 2025. One of Mr. Pesicka’s key MBOs for 2025 was to lead a transformative initiative to support the Company’s strategic plan. In recognition of Mr. Pesicka’s performance related to this MBO, and specifically his critical role in successfully completing the divestiture of the P&HS business and transforming the Company into Accendra Health, the OP&C Committee determined to award Mr. Pesicka a 20% payout under the 2025 AIP. Additionally, considering the 20% achievement by the Patient Direct Segment for the 2025 AIP, Mr. Bernocchi’s critical role and contributions in achieving that result, and Mr. Pesicka’s assessment of Mr. Bernocchi’s achievement of his specific MBOs, the OP&C Committee also determined to award Mr. Bernocchi a 20% payout under the 2025 AIP in line with the performance of the Patient Direct segment.

  71. 2025 AIP Awards

    2025 AIP Awards In early 2026, considering the Company’s financial performance and MBO performance by the NEOs as discussed above, the OP&C Committee approved cash incentive payments as follows:

  72. 2025 AIP Awards

    | | Target | Target Award | Corporate | MBOs | Actual Amount Award | | | | (% of Base Salary) | Opportunity ($) | Performance | | (% of Target ) | ($) | | Edward A. Pesicka(1) | 150% | $1,725,000 | —% | +20% | 20% | $345,000 | | Jonathan A. Leon | 85% | 510,000 | —% | —% | —% | — | | Andrew G. Long | 100% | 700,000 | —% | —% | —% | — | | Perry A. Bernocchi(2) | 90% | 595,350 | —% | +20% | 20% | 119,070 | | Health H Galloway | 75% | 397,500 | —% | —% | —% | — |

  73. 2025 AIP Awards

    | (1) The OP&C Committee awarded Mr. Pesicka a 20% payment based on his exceptional performance and leadership in transforming the Company through the successful divestiture of the P&HS business. |

  74. 2025 AIP Awards

    | (2) The OP&C Committee awarded Mr. Bernocchi a 20% payment based on the 20% performance achievement by the Patient Direct Segment for the 2025 AIP, Mr. Bernocchi’s critical role and contributions in achieving that result, his direct responsibility for the segment during 2025, and his achievement of MBOs. |

  75. Long-Term Incentives

    Long-Term Incentives Equity grants help to align executive interests with those of our shareholders. The OP&C Committee considers Company performance, individual performance, long-term potential, and market practices when determining the value and type (e.g., RSU versus PSU) of equity awarded to our executives.

  76. Our 2025 Awards

    | ● | 50% time-based vesting RSUs that vest annually over a three-year period during which the officer is continuously employed by or providing services to the Company; and |

  77. Our 2025 Awards

    | ● | 50% PSUs that are earned based on achievement of designated performance metrics over a three-year period, subject to the officer’s continued employment by or service to the Company. |

  78. Our 2025 Awards

    We believe that the mix between RSUs and PSUs helps provide a balance between linking compensation to the achievement of multi-year performance goals and strengthening the alignment of management and shareholder interests by creating meaningful levels of Company stock ownership by management. In 2025, grant values were based on the closing price of the Company’s stock on the date of grant. The 2025 PSUs cliff vest after a three-year period and are earned based on the achievement of two equally weighted metrics: (1) cumulative adjusted EBITDA measured over two years (with an additional year of vesting), and (2) relative TSR measured over three years against the S&P 1500 Healthcare Equipment and Services index. On March 3, 2025, the Company granted annual equity awards to Messrs. Pesicka, Leon, Long, Bernocchi, and Galloway.

  79. Our 2025 Awards

    | 2025 Long-Term Incentive Target Annual Award Values | | | | | | RSUs | PSUs | Total | | Name | ($) | ($) | ($) | | Edward A. Pesicka | $4,150,000 | $4,150,000 | $8,300,000 | | Jonathan A. Leon | 900,000 | 900,000 | 1,800,000 | | Andrew G. Long | 1,250,000 | 1,250,000 | 2,500,000 | | Perry A. Bernocchi | 1,150,000 | 1,150,000 | 2,300,000 | | Heath H. Galloway | 650,000 | 650,000 | 1,300,000 |

  80. Performance Determination for Prior Year PSU Awards

    Performance Determination for Prior Year PSU Awards The Company granted PSUs in 2023 to our NEOs that could be earned in an amount ranging from 0% to 200% of the number of awarded PSUs based on the Company’s cumulative adjusted EPS performance for the three-year period from March 1, 2023 through December 31, 2025. Following the end of 2025, the OP&C Committee determined that the Company’s cumulative adjusted EPS was below the cumulative adjusted EPS threshold resulting in no achievement of the PSUs. As a result, all such PSUs were forfeited.

  81. Our Equity Granting Practices

    Our Equity Granting Practices The equity awards granted to our NEOs in 2025 were made under our 2023 Omnibus Incentive Plan. The 2023 Omnibus Incentive Plan permits us to award grants of non-qualified stock options, incentive stock options, restricted stock, RSUs, performance awards (including PSU awards) and stock appreciation rights. Except in instances of initial executive hiring, promotions, retention concerns and similar circumstances, we grant equity awards to executive officers one-time each year (generally at the time we review prior year’s performance and set current year compensation). This process occurs in the first quarter of the year, and the grant date is typically after the release of the prior year’s earnings and the filing of our Annual Report on Form 10-K with the SEC. The OP&C Committee’s decision to grant equity-based awards is discretionary and based upon the executive’s position, performance, expected future performance, and the span of control in his or her role. We strive to maintain an appropriate balance between the aggregate number of shares used for equity grants (relative to the competitive landscape) and shareholder interests. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company other than the process set forth above. In the event the Company determines to grant such awards in the future, the Board and the OP&C Committee will evaluate the appropriate steps to take in relation to the foregoing.

  82. Recoupment Policy

    Recoupment Policy In an effort to mitigate any imprudent risk-taking behavior associated with incentive compensation, the Company has a policy that provides for the recoupment of incentive compensation and all time-vesting equity awards granted or paid to our current and former executive officers and other senior executives and teammates as the OP&C Committee may from time to time designate under circumstances involving a restatement of our financial statements. Performance-based compensation is recoverable from an executive officer (i) in the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws (an “Accounting Restatement”) and (ii) a lower payment would have been made to the executive officer based upon the restated financial results. In addition, upon an Accounting Restatement, time-based equity compensation is recoverable in amounts as determined by the OP&C Committee. The recoupment policy does not apply to covered compensation after the third anniversary of the date on which such compensation was paid. Our recoupment policy complies with the NYSE’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder.

  83. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the total compensation of our NEOs for 2025, and earlier years as applicable:

  84. 2025 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary(1) | Bonus(2) | Awards(3) | Compensation(4) | Compensation(5) | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Edward A. Pesicka | 2025 | 1,150,000 | — | 9,560,140 | 345,000 | 102,669 | 11,157,809 | | President & Chief Executive Officer | 2024 | 1,106,731 | — | 7,833,326 | 1,725,000 | 72,847 | 10,737,904 | | | 2023 | 1,000,000 | — | 5,834,851 | 1,450,000 | 105,059 | 8,389,910 | | Jonathan A. Leon | 2025 | 572,885 | 300,000 | 2,073,293 | — | 16,528 | 2,962,706 | | Executive Vice President & Chief Financial Officer | 2024 | 446,635 | — | 1,526,351 | 298,431 | 19,496 | 2,290,912 | | Andrew G. Long | 2025 | 691,866 | — | 2,879,578 | — | 15,736 | 3,587,180 | | Executive Vice President, Chief Executive Officer, Products & Healthcare Services | 2024 | 674,904 | — | 2,682,655 | 650,750 | 18,127 | 4,026,436 | | | 2023 | 653,938 | — | 3,440,033 | 614,250 | 16,324 | 4,724,545 | | Perry A. Bernocchi | 2025 | 644,417 | — | 2,649,205 | 119,070 | 10,913 | 3,423,605 | | Executive Vice President, Chief Operating Officer | 2024 | 612,692 | — | 2,360,722 | 652,050 | 27,269 | 3,652,733 | | | 2023 | 554,000 | — | 2,121,766 | 494,573 | 20,543 | 3,190,882 | | Heath H. Galloway | 2025 | 513,731 | 265,000 | 1,497,382 | — | 18,493 | 2,294,606 | | Executive Vice President, General Counsel & Corporate Secretary | 2024 | 485,577 | — | 1,287,681 | 375,000 | 22,963 | 2,171,221 |

  85. 2025 Summary Compensation Table

    | (1) The amounts in column (c) reflect the base salary earned by each NEO. |

  86. 2025 Summary Compensation Table

    | (2) The Amounts included in this column reflect payment of a transaction bonus to Mr. Leon in the amount of $300,000 and Mr. Galloway in the amount of $265,000 in recognition of their critical roles and contributions in closing the divestiture of the P&HS business. |

  87. 2025 Summary Compensation Table

    | (3) The amounts included in column (e) are the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, and include awards subject to performance conditions. Of the total awards reflected in column (e) for 2025, the amount specified below for each NEO represents awards subject to performance and market conditions, which are valued at the grant date based on probable achievement at target levels: |

  88. 2025 Summary Compensation Table

    Mr. Pesicka, $5,410,140; Mr. Leon $1,173,289; Mr. Long $1,629,570; Mr. Bernocchi, $1,499,201; and Mr. Galloway, $847,377. The grant date fair values of the above performance-based awards for 2025 would equal the following for each NEO assuming achievement of the highest level of performance conditions: Mr. Pesicka, $10,820,280; Mr. Leon $2,346,578; Mr. Long $3,259,140; Mr. Bernocchi $2,998,401; and Mr. Galloway $1,694,755 Assumptions used in the calculation of the stock awards included in column (e) are included in Note 10 “Share-Based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated herein by reference. The actual value an NEO may receive for stock awards depends on market prices, and there can be no assurance that the amounts shown are the amounts that will be realized.

  89. 2025 Summary Compensation Table

    | (4) The amounts included in column (f) reflect cash awards to Messrs. Pesicka and Bernocchi under the Company’s performance-based annual incentive programs. |

  90. 2025 Summary Compensation Table

    | 46 | Accendra Health, Inc. ● 2026 Proxy Statement |

  91. 2025 Summary Compensation Table

    | (5) For 2025, the amounts included in column (g) consist of the following: |

  92. 2025 Summary Compensation Table

    | | | | Defined | | | | | | | | Contribution | | | | | | | | Plans | | | | | | | Life | Company | | | | | | Tax Planning | Insurance | Match and | Executive | | | | | Benefit(a) | Premiums | Contribution(b) | Physical | Other(c) | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | Edward A. Pesicka | — | 636 | 10,500 | 4,900 | 86,633 | 102,669 | | Jonathan A. Leon | — | 636 | 10,500 | 5,000 | 392 | 16,528 | | Andrew G. Long | 3,500 | 636 | 10,500 | — | 1,100 | 15,736 | | Perry A. Bernocchi | — | 413 | 10,500 | — | — | 10,913 | | Heath H. Galloway | — | 636 | 10,500 | 3,249 | 4,108 | 18,493 |

  93. 2025 Summary Compensation Table

    | (a) In 2025, the maximum tax and financial planning benefit was $15,000 for Mr. Pesicka; and $3,500 for Messrs., Leon, Long, Bernocchi, and Galloway. NEOs are required to submit documentation for reimbursement up to the plan levels shown. |

  94. 2025 Summary Compensation Table

    | (b) In 2025, any NEOs who elected to participate in the Company’s 401(k) program were treated on the same basis as all U.S. based teammates, including a 3% company match on employee contributions. Further, Messrs., Bernocchi, and Galloway elected to participate in the non-qualified Executive Deferred Compensation and Retirement Plan. |

  95. 2025 Summary Compensation Table

    | (c) Other includes: |

  96. 2025 Summary Compensation Table

    | i. | For Mr. Pesicka, (A) $86,241 in incremental costs to the Company for use of the corporate aircraft was determined to be a perquisite in accordance with SEC rules and (B) the Company’s HSA match of $392. |

  97. 2025 Summary Compensation Table

    | ii. | For Mr. Leon, the Company’s HSA match of $392. |

  98. 2025 Summary Compensation Table

    | iii. | For Mr. Long a $1,100 personal security benefit, and for Mr. Galloway a $4,108 personal security benefit. |

  99. 2025 Summary Compensation Table

    | Accendra Health, Inc. ● 2026 Proxy Statement | 47 |

  100. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  101. 2025 Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | | | | | | | | | | | Number | | | | | Estimated Future Payouts Under | | | Estimated Potential Payouts Under | | | of | Grant Date Fair | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | Shares of | Value of Stock | | | | (1) | | | (2) | | | Stock or | and | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Units (3) | Option Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (4)($) | | Edward A. Pesicka | 3/3/2025 | — | — | — | — | — | — | 445,279 | 4,150,000 | | | 3/3/2025 | — | — | — | 222,640 | 445,279 | 890,558 | — | 5,410,140 | | | 2025 | 862,500 | 1,725,000 | 3,450,000 | — | — | — | — | — | | Jonathan A. Leon | 3/3/2025 | — | — | — | — | — | — | 96,576 | 900,004 | | | 3/3/2025 | — | — | — | 48,284 | 96,567 | 193,134 | — | 1,173,289 | | | 2025 | 255,000 | 510,000 | 1,020,000 | — | — | — | — | — | | Andrew G. Long | 3/3/2025 | — | — | — | — | — | — | 134,121 | 1,250,008 | | | 3/3/2025 | — | — | — | 67,061 | 134,121 | 268,242 | — | 1,629,570 | | | 2025 | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | Perry A. Bernocchi | 3/3/2025 | — | — | — | — | — | — | 123,391 | 1,150,004 | | | 3/3/2025 | — | — | — | 61,696 | 123,391 | 246,782 | — | 1,499,201 | | | 2025 | 297,675 | 595,350 | 1,190,700 | — | — | — | — | — | | Heath H. Galloway | 3/3/2025 | — | — | — | — | — | — | 69,743 | 650,005 | | | 3/3/2025 | — | — | — | 34,872 | 69,743 | 139,486 | — | 847,377 | | | 2025 | 198,750 | 397,500 | 795,000 | — | — | — | — | — |

  102. 2025 Grants of Plan-Based Awards

    | (1) The amounts included in columns (c), (d) and (e) reflect the threshold, target and maximum amounts, respectively, payable to the NEOs under the Company’s performance-based annual incentive programs, which are described in more detail under “Compensation Discussion & Analysis—2025 AIP Awards” above. |

  103. 2025 Grants of Plan-Based Awards

    | (2) The amounts included in columns (f), (g) and (h) reflect the threshold, target and maximum number, as applicable, of PSUs granted to the NEOs under the Company’s 2023 Stock Incentive Plan. |

  104. 2025 Grants of Plan-Based Awards

    | (3) The amounts included in column (i) reflect time-based RSUs awarded to the NEOs under the Company’s 2023 Stock Incentive Plan. |

  105. 2025 Grants of Plan-Based Awards

    | (4) The amounts in this column represent the grant date fair value of stock awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For stock awards, the grant date fair value is the fair market value of the Company’s Common Stock on the grant date multiplied by the number of shares subject to the grant. For a discussion of the assumptions involved in the Company’s valuations, please see Note 10, “Shared-Based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated herein by reference. The actual value an NEO may receive for stock awards depends on market prices, and there can be no assurance that the amounts shown are the amounts that will be realized. |

  106. 2025 Grants of Plan-Based Awards

    | 48 | Accendra Health, Inc. ● 2026 Proxy Statement |

  107. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes information regarding outstanding equity awards held by the NEOs as of December 31, 2025.

  108. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Stock Awards(1) | | | | | | | | | | Equity incentive | | | | | | | plan awards: | Equity incentive plan | | | | | | number of | awards: market or | | | | Number of shares | Market value of | unearned shares, | payout value of | | | | or units of stock | shares or units of | units or other | unearned shares, | | | | that have not | stock that have not | rights that have | units or other rights | | | | vested | vested(2) | not vested(3) | that have not vested(2) | | Name | Date | (#) | ($) | (#) | ($) | | Edward A. Pesicka | 3/1/2023 | 58,777(4) | 164,576 | 178,109(6) | 498,705 | | | 3/1/2024 | 99,250(7) | 277,900 | 148,134(8) | 414,775 | | | 3/3/2025 | 445,279(11) | 1,246,781 | 445,279(12) | 1,246,781 | | Total | | 603,306 | 1,689,257 | 771,522 | 2,160,261 | | Jonathan A. Leon | 3/1/2023 | 5,879(4) | 16,461 | 17,811(6) | 49,871 | | | 3/1/2024 | 11,421(7) | 31,979 | 7,306(8) | 20,457 | | | 7/1/2024 | 19,202(9) | 53,766 | — | — | | | 9/23/2024 | 28,766(10) | 80,545 | — | — | | | 3/3/2025 | 96,567(11) | 270,388 | 96,567(12) | 270,388 | | Total | | 161,835 | 453,139 | 121,684 | 340,716 | | Andrew G. Long | 3/1/2023 | 45,953(4) | 128,668 | 74,482(6) | 208,550 | | | 3/1/2024 | 33,990(7) | 95,172 | 50,731(8) | 142,047 | | | 3/3/2025 | 134,121(11) | 375,539 | 134,121(12) | 375,539 | | Total | | 214,064 | 599,379 | 259,334 | 726,136 | | Perry A. Bernocchi | 3/1/2023 | 21,374(4) | 59,847 | 64,767(6) | 181,348 | | | 3/1/2024 | 29,911(7) | 83,751 | 44,643(8) | 125,000 | | | 3/3/2025 | 123,391(11) | 345,495 | 123,391(12) | 345,495 | | Total | | 174,676 | 489,093 | 232,801 | 651,843 | | Heath H. Galloway | 3/1/2023 | 3,207(4) | 8,980 | — | — | | | 5/17/2023 | 6,050(5) | 16,940 | — | — | | | 3/1/2024 | 16,316(7) | 45,685 | 24,351(8) | 68,183 | | | 3/3/2025 | 69,743(11) | 195,280 | 69,743(12) | 195,280 | | Total | | 95,316 | 266,885 | 94,094 | 263,463 |

  109. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (1) The Company grants awards to NEOs in the form of restricted stock units (RSUs) and performance share units (PSUs). |

  110. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (2) Calculated based on the $2.80 closing price per share of our Common Stock on December 31, 2025. |

  111. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (3) Amounts in this column represent the number of PSUs outstanding based on the achievement of target performance conditions. Actual amounts earned, if any, will be based on achievement of the applicable performance metrics. |

  112. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (4) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of May 15, 2023. |

  113. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (5) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of May 17, 2023. |

  114. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (6) Represents PSUs that could be earned in an amount ranging from 0% to 200% of the number of awarded shares based on the Company’s cumulative adjusted EPS performance for the three-year period beginning January 1, 2023, through December 31, 2025 and relative TSR as measured by the Russell 3000 Medical Equipment and Services Sector Index. Following the end of 2025, the OP&C Committee determined that the Company’s cumulative adjusted EPS was below the cumulative adjusted EPS threshold resulting in no achievement of the PSUs. As a result, all such PSUs were forfeited. |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (7) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of March 20, 2024. |

  116. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (8) Represents PSUs that can be earned in an amount ranging from 0% to 200% of the number of awarded shares based on the Company’s adjusted EPS performance for the three-year period beginning January 1, 2024, through December 31, 2026. The OP&C Committee will determine if any shares have been earned following completion of 2026 and calculation of the three-year cumulative adjusted EPS and relative TSR as measured by the Russell 3000 Medical Equipment and Services Sector Index. |

  117. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (9) Mr. Leon received a one-time grant of RSUs for his assumption of responsibilities during his role as Interim CFO. The grant vests in full on June 21, 2027. |

  118. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (10) Mr. Leon received a one-time grant of RSUs in conjunction with his promotion to the role of Executive Vice President & CFO, in September of 2024. The grant vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of September 23, 2024. |

  119. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (11) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of March 20, 2025. |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (12) Represents PSUs that can be earned in an amount ranging from 0% to 200% of the number of awarded shares based 50% on the Company’s cumulative adjusted EBITDA performance for the two-year period beginning January 1, 2025 through December 31, 2026, and 50% on the Company’s relative TSR performance for the three-year period January 1, 2025, through December 31, 2027. The OP&C Committee will determine if any shares have been earned following completion of 2027 and calculation of the two-year cumulative adjusted EBITDA and three-year relative TSR as measured by the Russell 1500 Medical Equipment and Services Sector Index. |

  121. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Accendra Health, Inc. ● 2026 Proxy Statement | 49 |

  122. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table summarizes for each NEO information regarding shares of our Common Stock subject to restrictions, RSUs or PSUs held by the NEOs that vested during 2025. No stock appreciation rights or stock options were outstanding during 2025.

  123. 2025 Option Exercises and Stock Vested

    | Stock Awards Vested 2025 | | | | | Number of Shares | Value Realized on | | NEO | on Vesting (#) | Vesting ($)(1) | | Edward A. Pesicka | 126,949 | 1,019,834 | | Jonathan A. Leon | 28,563 | 190,651 | | Andrew G. Long | 71,567 | 548,425 | | Perry A. Bernocchi | 49,263 | 385,368 | | Heath H. Galloway | 18,272 | 149,234 |

  124. 2025 Option Exercises and Stock Vested

    | (1) Values represent the market value of our Common Stock on the vesting date multiplied by the number of vested RSUs or PSUs, rounded to the nearest dollar. |

  125. Pension Benefits

    Pension Benefits Our NEOs do not participate in any defined benefit pension plans.

  126. Pension Benefits

    | 50 | Accendra Health, Inc. ● 2026 Proxy Statement |

  127. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan During 2025, the Company maintains an Executive Deferred Compensation and Retirement Plan (“EDCP”) in which members of senior management, including our NEOs, and other certain management-level teammates are eligible to elect to defer portions of their compensation to save for retirement or other life events. The EDCP permits participants to defer up to 75% of their base salary and up to 100% of their annual cash incentive. The EDCP provides for similar investment options as our 401(k) Plan. EDCP accounts are paid out based on the participant’s election at the time of the deferral, subject to the requirements of Section 409A of the Internal Revenue Code, and may be paid in a lump sum, a series of annual installments, or monthly installment. Participants may elect to receive these distributions upon separation from service or upon the occurrence of one or more specified dates. All EDCP accounts are considered unfunded general contractual obligations and are subject to the claims of our general, unsecured creditors. Effective as of January 1, 2026, the Company froze participation in the EDCP, as well as participant contributions in the EDCP for all participants. The following table sets forth information regarding contributions to, earnings on and total balances in the EDCP as applicable, for the NEOs in 2025.

  128. Nonqualified Deferred Compensation Plan

    | (a) | (b) | (c) | (d) | (e) | (f) | | | | | Aggregate | | Aggregate | | | Executive | Registrant | Earnings (losses) | Aggregate | Balance at | | | Contributions in | Contributions in | in Last | Withdrawals/ | Last Fiscal | | | Last Fiscal Year | Last Fiscal Year | Fiscal Year(1) | Distributions | Year-End | | Name | ($) | ($) | ($) | ($) | ($) | | Edward A. Pesicka | — | — | — | — | — | | Jonathan A. Leon | — | — | — | — | — | | Andrew G. Long(2) | — | — | 38,725 | — | 270,190 | | Perry A. Bernocchi(3) | 161,104 | — | 173,515 | — | 1,603,546 | | Heath H. Galloway(3) | 25,687 | — | 31,204 | — | 188,773 |

  129. Nonqualified Deferred Compensation Plan

    | (1) Deferred amounts earned returns based on the performance of the funds into which they were invested, which consist of generally the same funds available to the participants under our 401(k) Plan. |

  130. Nonqualified Deferred Compensation Plan

    | (2) Denotes prior EDCP participant with earnings in 2025. |

  131. Nonqualified Deferred Compensation Plan

    | (3) Denotes 2025 EDCP participant with contributions and earnings in 2025. |

  132. Nonqualified Deferred Compensation Plan

    | Accendra Health, Inc. ● 2026 Proxy Statement | 51 |

  133. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  134. Table of Potential Payments Upon Termination or Change in Control

    Table of Potential Payments Upon Termination or Change in Control The following table reflects the estimated potential compensation payable to each of the NEOs under the Company’s compensation and benefit plans and arrangements in the event of certain terminations of employment, including following a change in control. Except as otherwise stated in footnote (4) to the table below, the amounts shown are estimates of the amounts that would be paid to the NEOs upon termination of their employment assuming that such termination was effective December 31, 2025. In connection with the closing of the divestiture of the P&HS business on December 31, 2025, Mr. Long ceased to be employed by the Company. Other than a distribution of his balance under the EDCP, Mr. Long did not receive any payments or benefits in connection with his termination.

  135. Table of Potential Payments Upon Termination or Change in Control

    | | | Continuation | Acceleration and | | | | | of Medical / | Continuation | | | | Cash Severance | Welfare Benefits | of Equity | Total Termination | | | Payment | (present value) | Awards(5) | Benefits | | Name and Principal Position (1) | ($) | ($) | ($) | ($) | | Edward A. Pesicka | | | | | | President & Chief Executive Officer | | | | | | • Involuntary Termination Without Cause | 4,598,667 | 63,388 | 51,952 | 4,714,007 | | • Voluntary Termination or Involuntary Termination With Cause | — | — | — | — | | • Involuntary or Good Reason Termination after Change In Control(2) | 8,625,000 | 58,855 | 1,374,828 | 10,058,683 | | • Disability(3) | 120,000 | — | 1,368,003 | 1,488,003 | | • Death(4) | — | — | 1,374,828 | 1,374,828 | | Jonathan A. Leon | | | | | | Executive Vice President & Chief Financial Officer | | | | | | • Involuntary Termination Without Cause | 1,550,375 | 51,888 | 40,617 | 1,642,880 | | • Voluntary Termination or Involuntary Termination With Cause | --- | --- | --- | — | | • Involuntary or Good Reason Termination after Change In Control(2) | 3,330,000 | 58,855 | 473,398 | 3,862,253 | | • Disability(3) | 120,000 | --- | 468,062 | 588,062 | | • Death(4) | --- | --- | 473,398 | 473,398 | | Perry A. Bernocchi | | | | | | Executive Vice President, Chief Operating Officer | | | | | | • Involuntary Termination Without Cause | 2,183,455 | 59,000 | 23,007 | 2,265,462 | | • Voluntary Termination or Involuntary Termination With Cause | — | --- | --- | --- | | • Involuntary or Good Reason Termination after Change In Control(2) | 3,770,550 | 69,076 | 283,519 | 4,123,145 | | • Disability(3) | 120,000 | --- | 282,836 | 402,836 | | • Death(4) | — | --- | 283,519 | 283,519 | | Heath H. Galloway | | | | | | Executive Vice President, General Counsel & Corporate Secretary | | | | | | • Involuntary Termination Without Cause | 1,305,700 | 71,645 | 8,123 | 1,385,468 | | • Voluntary Termination or Involuntary Termination With Cause | --- | --- | --- | — | | • Involuntary or Good Reason Termination after Change In Control(2) | 2,782,500 | 88,490 | 189,410 | 3,060,400 | | • Disability(3) | 120,000 | --- | 188,276 | 308,276 | | • Death(4) | --- | --- | 189,410 | 189,410 |

  136. Table of Potential Payments Upon Termination or Change in Control

    | (1) The amounts shown in the table do not include accrued salary and vacation payable through the date of the NEO’s termination of employment or the distribution of any balances under the EDCP or the Company’s 401(k) Plan. |

  137. Table of Potential Payments Upon Termination or Change in Control

    | (2) Under the terms of each NEO’s applicable agreement, if the executive would be better off on an after-tax basis, any “parachute payments” under Section 280G of the Internal Revenue Code will be reduced to a level equal to the applicable Section 280G safe harbor. |

  138. Table of Potential Payments Upon Termination or Change in Control

    | (3) A termination of employment due to disability entitles the NEOs to benefits under the Company’s short-term disability plan, which is generally available to salaried teammates. |

  139. Table of Potential Payments Upon Termination or Change in Control

    | (4) A termination of employment due to death entitles the NEOs to benefits under the Company’s life insurance plan, which is generally available to salaried teammates. |

  140. Table of Potential Payments Upon Termination or Change in Control

    | (5) The amounts in this column represent the estimated benefit to the NEO due to accelerated vesting of equity awards as described in more detail on page 52 of this Proxy Statement and are calculated based on the number of shares subject to accelerated vesting multiplied by $2.80, the closing price of the Company’s Common Stock on December 31, 2025. Any performance shares or PSUs that vest are valued based upon assumed performance at the target level. |

  141. Table of Potential Payments Upon Termination or Change in Control

    | Accendra Health, Inc. ● 2026 Proxy Statement | 55 |

  142. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our teammates and the annual total compensation of Mr. Pesicka, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table, the 2025 annual total compensation as determined under Item 402 of Regulation S-K for Mr. Pesicka was $11,157,809. The 2025 annual total compensation as determined under item 402 of Regulation S-K for the median teammate was $41,005. Based on the foregoing, our estimate of the ratio of Mr. Pesicka’s annual total compensation to the median teammate’s annual total compensation for 2025 is 272 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. During 2025 and prior to the P&HS divestiture, we and our subsidiaries employed a total of over 21,900 teammates. For 2025, we identified the median teammate based on total target compensation of each teammate within our global workforce as set forth in our human resources databases prior to the P&HS divestiture on December 31, 2025, which included target salary, cash bonus, equity compensation, and other compensation. We believe this method reflects a reasonable estimate for actual compensation paid. For the approximately 9,500 teammates outside the U.S., we converted their compensation to U.S. dollars using prevailing exchange rates as of December 31, 2025. We calculated the total annual compensation for the “median teammate” for 2025 in the same way Mr. Pesicka’s total annual compensation was calculated in the Summary Compensation Table.

  143. Pay Ratio Disclosure

    | 56 | Accendra Health, Inc. ● 2026 Proxy Statement |

  144. Pay versus Performance

    Pay versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years (“FY”) ended on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, as required by SEC rules.

  145. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | | | | | | | Compensation | Compensation | Table Total for | Actually Paid | Total | Peer Total | Net | Total | | | Table Total for | Actually Paid to | Non-PEO | to Non-PEO | Shareholder | Shareholder | (Loss) | Adjusted | | | PEO(1) | PEO(1)(2)(7) | NEOs(3) | NEOs(2)(3)(7) | Return(4) | Return(4) | Income | EBITDA(6) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($mm)(5) | ($mm) | | 2025 | $11,157,809 | ($1,110,801) | $3,049,141 | ($29,338) | $10 | $111 | ($1,101) | $424 | | 2024 | 10,737,905 | 6,634,025 | 3,013,978 | 1,741,211 | 48 | 105 | (363) | 523 | | 2023 | 8,389,910 | 2,434,260 | 3,274,168 | 2,596,315 | 71 | 99 | (41) | 526 | | 2022 | 6,245,259 | (20,486,138) | 2,782,307 | (1,231,650) | 72 | 94 | 22 | 544 | | 2021 | 7,680,578 | 42,840,278 | 3,378,068 | 7,915,780 | 161 | 121 | 222 | 571 |

  146. Pay versus Performance

    | (1) The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for each of the applicable fiscal years is Edward A. Pesicka. |

  147. Pay versus Performance

    | (2) 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 was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant (except for changes due to the relevant measurement date). |

  148. Pay versus Performance

    | (3) The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2025, Jonathan A. Leon, Andrew G. Long, Perry A. Bernocchi, and Heath H. Galloway; (ii) for fiscal year 2024, Mr. Leon, Mr. Long, Mr. Bernocchi, Mr. Galloway, and Alexander J. Bruni; (iii) for fiscal year 2023, Mr. Long, Mr. Bruni, Mr. Bernocchi, and Daniel J. Starck; (iv) for fiscal year 2022, Mr. Long, Mr. Bruni, Nicholas J. Pace, Mr. Starck, Tammy L. Gomez, and Jeffrey T. Jochims; and (v) for fiscal year 2021, Mr. Long, Mr. Jochims, Christopher M. Lowery, Mr. Pace, and Mark P. Zacur. |

  149. Pay versus Performance

    | (4) The Company 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 following published industry index, as disclosed in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: Russell 3000 Medical Equipment and Services Sector Index. |

  150. Pay versus Performance

    | (5) Represents the amount of net (loss) income reflected in the Company’s audited financial statements for each applicable fiscal year. |

  151. Pay versus Performance

    | (6) We have selected Total Adjusted EBITDA as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link CAP to our NEOs to company performance for fiscal year 2025. Total Adjusted EBITDA is a non-GAAP financial measure, which excludes items and charges that (i) management does not believe reflect the Company’s core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred without predictable trends from net (loss) income reported in accordance with U.S. GAAP. Charges excluded from Total Adjusted EBITDA and other non-GAAP financial measures include acquisition-related charges and intangible amortization and exit and realignment charges, net, and other adjustments. Total Adjusted EBITDA and other non-GAAP financial measures included in this proxy statement and a reconciliation to the most comparable GAAP equivalent financial measure for the year ended December 31, 2025 is included in Appendix B within this proxy statement, and for the years ended December 31, 2024, 2023, and 2022 are described in the Company’s Current Reports on Form 8-K filed with the SEC on February 28, 2025, February 20, 2024, and February 28, 2023. For the year ended December 31, 2021, a reconciliation to the most comparable GAAP equivalent financial measure is included within exhibit 99.2 in the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023. |

  152. Pay versus Performance

    | Accendra Health, Inc. ● 2026 Proxy Statement | 57 |

  153. Pay versus Performance

    | (7) For fiscal years 2025, 2024, 2023, 2022, and 2021 the CAP to the PEO and the average CAP to the non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal years 2025, 2024, 2023, 2022, and 2021, as applicable, computed in accordance with Item 402(v) of Regulation S-K. Adjustments for (a) increase in fair value of awards granted and vesting during the applicable FY, and (b) reduction of fair value of awards granted during prior FY that were forfeited during the applicable FY, were not included as columns because there were no values to report during the covered year: |

  154. Pay versus Performance

    | | | | Change in fair | | | | | | | | | value of awards | | | | | | | | | granted during | Change in fair | | | | | | | Increase in fair | prior FY that | value of awards | Reduction of | | | | | Deduction for | value of awards | were outstanding | granted during | fair value of | | | | | amounts | granted during | and unvested as | prior FY that | awards | | | | | reported in the | applicable FY | of applicable FY | vested during | granted | Increase based | | | | “Stock Awards” | that remain | end, determined | applicable FY, | during prior FY | on dividends or | | | | and “Option | unvested as of | based on change | determined | that were | other earnings | | | | Awards” | applicable FY | in fair value from | based on change | forfeited during | paid during | | | | columns in the | end, determined | prior FY end | in fair value from | applicable FY, | applicable FY | | | | SCT for | as of applicable | to applicable FY | prior FY end to | determined as | prior to vesting | Total | | | applicable FY | FY end | end | vesting date | of prior FY end | date | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | PEO | | | | | | | | | 2025 | (9,560,140) | 1,500,590 | (3,704,854) | (504,207) | — | — | (12,268,611) | | 2024 | (7,833,326) | 3,808,999 | (1,292,197) | 1,212,644 | — | — | (4,103,880) | | 2023 | (5,834,851) | 4,084,966 | (49,069) | (4,156,695) | — | — | (5,955,649) | | 2022 | (4,915,897) | 1,141,587 | (21,056,470) | (1,903,417) | — | 2,800 | (26,731,397) | | 2021 | (4,400,000) | 8,409,551 | 29,692,842 | 1,440,780 | — | 16,527 | 35,159,700 | | Avg. Other NEOs | | | | | | | | | 2025 | (2,274,865) | 357,070 | (973,905) | (186,780) | — | — | (3,078,480) | | 2024 | (1,829,018) | 775,299 | (314,893) | 194,987 | (99,142) | — | (1,272,767) | | 2023 | (2,086,665) | 1,597,860 | (11,257) | (177,791) | — | — | (677,853) | | 2022 | (1,950,021) | 378,830 | (2,249,301) | (193,567) | — | 103 | (4,013,956) | | 2021 | (1,700,000) | 2,841,429 | 2,961,055 | 433,444 | — | 1,784 | 4,537,712 |

  155. Pay versus Performance

    | 58 | Accendra Health, Inc. ● 2026 Proxy Statement |

  156. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs depicting the relationships between the information presented in the table above. The graphs below further depict the relationship between the compensation actually paid and the performance measures shown in the pay versus performance tabular disclosure above. In addition, the first graph below shows the relationship between Company total shareholder return and that of the Russell 3000 Medical Equipment and Services Sector Index. Compensation actually paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not necessarily represent the actual amount of compensation earned by or actually paid to our NEOs during the applicable years.

  157. Pay versus Performance Comparative Disclosure

    | Accendra Health, Inc. ● 2026 Proxy Statement | 59 |

  158. Pay versus Performance Comparative Disclosure

    The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: Russell 3000 Medical Equipment and Services Sector Index.

  159. Pay versus Performance Comparative Disclosure

    | 60 | Accendra Health, Inc. ● 2026 Proxy Statement |

  160. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following table lists our most important performance measures used by us to link CAP to our NEOs to company performance for fiscal year 2025. The performance measures included in this table are not ranked by relative importance.

  161. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Total Adjusted EBITDA | | Revenue |

  162. Pay versus Performance Tabular List

    | Accendra Health, Inc. ● 2026 Proxy Statement | 61 |

  163. Amended and Restated 2023 Plan Best Practices

    | ● | Meaningful annual limits on total non-employee director compensation; and |

  164. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits The fair value of any awards granted under the Amended and Restated 2023 Plan to a non-employee director as compensation for services on the Board, during any one calendar year, taken together with any cash fees paid to such non-employee director during such period in respect of the non-employee director’s services as a member of the Board during such year, may not exceed $750,000, provided that for any calendar year in which a non-employee director serves as lead director or non-executive chair of the Board, such limit will be increased to $1,500,000; provided, further, that such limit will be applied without regard to awards or other compensation, if any, provided to a non-employee director during any period in which such individual was an employee of the Company or any affiliate or was otherwise providing services to the Company or to any affiliate other than in the capacity as a non-employee director.