DEF 14A of AdaptHealth Corp., Apr 30, 2025

DEF 14A of AdaptHealth Corp.

Filed Apr 30, 2025 · FY20240001628280-25-020890

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Prior to the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), the Board was divided into three staggered classes of directors, designated Class I, Class II and Class III, with each class having a three-year term. At the 2024 Annual Meeting, the Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to declassify the Board over a three-year period, beginning with the 2024 Annual Meeting, so that, starting with the 2026 Annual Meeting (the “2026 Annual Meeting”), all directors will stand for election annually. As such, we are in the process of phasing out the classified board structure and all continuing directors, other than the three directors classified as Class I directors, will be up for re-election at this year’s Annual Meeting for one-year terms expiring at the 2026 Annual Meeting. Class II was eliminated at the 2024 Annual Meeting and Class III is being eliminated at this Annual Meeting. Beginning with the 2026 Annual Meeting, the declassification of the Board will be complete and all directors will serve one-year terms. Vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board proposes the election of Dr. Susan Weaver and Messrs. Brad Coppens, Terence Connors, Ted Lundberg, David Williams III and Dale Wolf. The director nominees have been recommended by the Corporate Compliance and Governance Committee of the Board for election and nominated by the Board for election at the Annual Meeting. Each is currently a member of our Board. In the unanticipated event that a director nominee is unable or for good cause will not serve, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. If a quorum is present and voting at the Annual Meeting, the nominees receiving the highest number of votes will be elected to our board of directors. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner. OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF TERENCE CONNORS, BRAD COPPENS, TED LUNDBERG, DR. SUSAN WEAVER, DAVID WILLIAMS III AND DALE WOLF. The following table sets forth information with respect to the director nominees standing for election at the Annual Meeting and the continuing directors as of April 30, 2025:

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | Name | Age | Position | Class | Term Expires | | Greg Belinfanti | 50 | Director | I | 2026 | | Terence Connors* | 70 | Director | II | 2025 | | Brad Coppens* | 43 | Director | III | 2025 | | Suzanne Foster | 55 | Director | I | 2026 | | Ted Lundberg* | 50 | Director | II | 2025 | | Diana Nole | 60 | Director | I | 2026 | | Dr. Susan Weaver* | 64 | Director | III | 2025 | | David Williams III* | 52 | Director | I | 2025 | | Dale Wolf* | 71 | Director | III | 2025 |

  3. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    *Director Nominee The following is biographical information as of April 30, 2025 for each of our nominated directors: Terence Connors has been a member of our board of directors since July 2017. Mr. Connors brings to the board 40 years of public accounting experience. Mr. Connors retired in September 2015 from KPMG LLP, where he served as Professional Practice Partner, SEC Reviewing Partner and as a member of KPMG’s board of directors (2011-2015), where he chaired the Audit, Finance & Operations Committee. Prior to joining KPMG in 2002, he was a partner with Arthur Anderson LLP. During his career, he served as a senior audit and global lead partner for numerous public companies, including Fortune 500 companies. Mr. Connors currently serves as a board member and audit committee chairman of two public companies: Suburban Propane Partners L.P. and AdaptHealth Corp. Mr. Connors previously served as a trustee of St. Joseph’s Preparatory School in Philadelphia and also served as Chairman and President of the Philadelphia Chapter of the National Association of Corporate Directors (NACD). Mr. Connors received his undergraduate degree in Accounting from LaSalle University. Brad Coppens has served on our board of directors since July 2020. Mr. Coppens is a Senior Partner of InTandem Capital Partners and has been identifying, evaluating and executing private equity transactions in the healthcare services sector for nearly 20 years. In addition to AdaptHealth, Mr. Coppens serves on the board of directors at BeBright, HouseWorks, Vivo Infusion and Providence Care. Before joining InTandem, he was a Senior Managing Director at One Equity Partners. At One Equity Partners, Mr. Coppens has focused principally in the healthcare industry and has worked on numerous investments in both the healthcare and technology-enabled services industries. From 2012 to 2014, Mr. Coppens lived in São Paulo, Brazil and led One Equity Partners’ prior investing efforts in the region. Mr. Coppens has served as a member of the boards of directors of AdaptHealth, AMT/RestorixHealth, Ernest Health, OneLink, ResultsCX, Allied, Cless Cosméticos, Portal de Documentos, Prodigy Health Group, Simplura Health Group, Systagenix Wound Management, Unicoba, Wow! Nutrition and X-Rite. Mr. Coppens was also deeply involved in One Equity Partners’ investments in ArthroCare and Wright Medical. Prior to One Equity Partners, Mr. Coppens worked in the investment banking division of JPMorgan in the mergers and acquisitions group where he focused on healthcare and various other industries. Mr. Coppens is actively involved in a number of non-profit organizations and serves as a board member of The TEAK Fellowship. Mr. Coppens received his B.B.A. from the Stephen M. Ross School of Business at the University of Michigan, where he graduated with high distinction. Ted Lundberg has served on our board of directors since February 2021. Mr. Lundberg is a Founding Partner and Managing Member at Peloton Equity, LLC. Peloton Equity is a private equity firm that focuses on investing in growing healthcare companies. He previously worked at Ferrer Freeman & Company and prior to that, Donaldson, Lufkin and Jenrette. Mr. Lundberg currently serves on the boards of Arcadia Solutions, Inc. HPOne, Inc., Grenova, Inc., ClearSky Health, Inc., Aerosafe Global, Inc. and Journey Health & Lifestyle Brands Inc. Mr. Lundberg holds a B.A. degree from Princeton University. Susan Weaver, M.D. has served on our board of directors since February 2018. Dr. Weaver served as President and then Chief Executive Officer of KEPRO, a technology enabled healthcare services company, from July 2018 until the successful sale of the company in December 2022. She previously served as the Chief Executive Officer of C3 HealthcareRX and as the Founder and President of Transformation Health Partners, LLC. Dr. Weaver also served as the Chief Medical Officer for Blue Cross Blue Shield of North Carolina from 2014 to 2015 after serving as the Vice President, Health Delivery Redesign from 2012 to early 2014. Prior to joining Blue Cross Blue Shield of North Carolina, Dr. Weaver served in various leadership roles at WakeMed Health & Hospitals, including Executive Vice President, Medical Affairs. Dr. Weaver also previously served as an Executive Director and Physician and founding member for Alliance Medical Ministry, a 501(c)(3) providing medical care to the working uninsured of Wake County, North Carolina. She holds an M.D. from Duke University School of Medicine and a B.S. in Psychology from Duke University. David S. Williams III has served on our board of directors since July 2020. Mr. Williams is a serial entrepreneur and currently co-founder and CEO of Care3, a digital health equity solution for health plans and providers. Prior to Care3, Mr. Williams was Co-Founder and CEO of InvolveCare (funded by Aetna) and a Founding Executive of PatientsLikeMe (acquired by United Health Group). He has also held corporate positions at Eli Lilly and Company and Deloitte. Mr. Williams also currently serves on the board of directors of Lifespace Communities, Inc., a private senior living company with 14 locations in seven states. Mr. Williams is a Henry Crown Fellow of The Aspen Institute and a member of the Aspen Global Leadership Network. Mr. Williams earned a BS in Economics and Entrepreneurial Management from The Wharton School of the University of Pennsylvania and an MBA in Digital Strategy with a certificate in Corporate Governance from the UCLA Anderson School of Management. Dale Wolf has served on our board of directors since the closing of the Business Combination. Mr. Wolf has served as a member of the board of directors of EHealth, Inc. since 2019. He has also served as a member of the board of directors of Molina Healthcare, Inc. since 2013 and as chairman of the board since 2017. Mr. Wolf served as the President and Chief Executive Officer of Onecall Care Management Inc. from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf served as the President and Chief Executive Officer of DBW Healthcare, Inc. from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional health care solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as Chief Executive Officer of Coventry Health Care, Inc., a diversified national health care company, and served as the Executive Vice President, Chief Financial Officer and Treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf was also a member of the boards of directors of Correctional Healthcare Companies, Inc. from 2012 to 2014, Coventry Healthcare, Inc. from 2005 to 2009 and Catalyst Health Solutions, Inc. from 2003 to 2012. Mr. Wolf graduated from Eastern Nazarene College with a Bachelor of Arts degree in Mathematics, with honors, and from the MIT Sloan School Senior Executive Program. He has also been a fellow in the Society of Actuaries since 1979. The following is biographical information as of April 30, 2025 for each of our continuing directors:

  4. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Gregory Belinfanti has served on our board of directors since September 2021. Mr. Belinfanti is a Senior Managing Director and a member of the Investment Committee at One Equity Partners. During his tenure at OEP, Mr. Belinfanti has worked on a number of investments in the healthcare and business services industries and has led many of OEP’s healthcare transactions. Mr. Belinfanti is a member of the Board of Directors of InfuCareRx, Montgomery Transportation, Ernest Health and AMT, and has previously been a member of the Board of Directors of The Results Companies, PS Logistics, Apollo Health Street, ArthroCare, Celltrion Healthcare, EGS, OneLink, Prodigy, Simplura Health Group, and Systagenix. Prior to joining OEP, Mr. Belinfanti served as a Vice President in the Investment Banking division of Lehman Brothers, specializing in Global Healthcare. Mr. Belinfanti received his B.A. in Politics from New York University and his J.D. from Harvard University. Suzanne Foster has been the Chief Executive Officer of the Company since May 2024. She is a global leader with more than 25 years of experience in the healthcare industry. Prior to AdaptHealth, Ms. Foster served as President of Beckman Coulter Life Sciences for Danaher Corporation, a global science and technology innovation company located in Washington, DC, from April 2022 until May 2024. Ms. Foster also served as President of At Home Solutions for Cardinal Health, Dublin, Ohio, a global, integrated healthcare services and products company, from January 2020 until April 2022, as President of Stanley Healthcare, Waltham, Massachusetts, a healthcare technology operating division of Stanley Black & Decker, from April 2018 until January 2020, and as a general manager of Medtronic Advanced Energy (“Medtronic”), a medical device company, from August 2011 until March 2018. Ms. Foster formerly served as Vice President of Global Business Operations at Salient Surgical Technologies, a medical device company later acquired by Medtronic. She was also formerly employed as an attorney at the law firms of Holland & Knight and Wiggin & Nourie, and she served as Vice President of Legal & Compliance for the Elliot Health System. In 2017, Ms. Foster was appointed to the University System of New Hampshire Board of Trustees by New Hampshire Governor Chris Sununu. She also currently serves on the board of Perimeter Medical Imaging AI, Inc., since 2018, and on multiple boards of private medical technology companies. Ms. Foster holds a B.A. in Communication from the University of New Hampshire, an M.Ed in Psychology from Notre Dame College, a J.D. from Suffolk University Law School, and a Master of Public Health in Law and Health Policy from Harvard T.H. Chan School of Public Health. Diana Nole has served on our board of directors since October 2024 and has over 18 years of senior leadership experience in the Healthcare AI and Healthcare IT industries. She most recently served as the Executive Vice President and General Manager of the Healthcare division of Nuance Communications, a Microsoft Cloud & AI company that provides AI-driven clinical documentation creation, clinical revenue cycle integrity and diagnostic radiology cloud solutions to the global healthcare industry. In this role, she worked to accelerate recuring revenue growth, successfully completed the divestiture of a declining business segment and developed the leadership team and culture in an effort to create sustainable growth and innovation. She has also served as the CEO of Wolter Kluwers’ Healthcare division from September 2015 to May 2020, president of Carestream’s Digital Medical Solutions business from August 2007 to August 2015, and vice president of strategy, product management, and marketing for Eastman Kodak’s Healthcare Information Technology Solutions business. Ms. Nole has dual degrees in Computer Science and Math from the State University of New York at Potsdam and earned her MBA from the University of Rochester’s Simon School.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  7. Year in Review and Alignment of Company Performance with Pay

    Year in Review and Alignment of Company Performance with Pay 2024 was another year of progress for the Company. A strong fourth quarter underscored our progress during the year and resulted in our fifth consecutive year of delivering top-line and bottom-line growth. Our scale and impact remain unmatched in the market, with nearly 10,500 employees servicing approximately 4.1 million patients across the United States. Our performance achievements for 2024 include the following: •Net Revenue of $3.26 billion, which represented an increase of 1.9% over 2023. •Adjusted EBITDA of $688.7 million, which represented an increase of 2.7% over 2023. Adjusted EBITDA is defined as EBITDA plus equity-based compensation expense, change in fair value of the warrant liability, goodwill impairment, loss on extinguishment of debt, litigation settlement expense, and certain other non-recurring items of expense or income. •Both Cash Flow from Operations and Free Cash Flow increased over the prior year to $541.8 million (from $480.7 million) and $235.8 million (from $143.2 million), respectively, reflecting improved operational efficiency and management of capital expenditures. Free Cash Flow is defined as net cash provided by operating activities less cash paid for purchase of equipment and other fixed assets. These achievements were reflected in executive pay outcomes for 2024, aligning with our focus on paying for performance: •Annual cash bonuses were based on our achievement of Adjusted EBITDA (75%), Free Cash Flow (20%) and Compliance (5%) goals. Our 2024 Adjusted EBITDA results fell between the threshold and target goals, Free Cash Flow results were above the maximum goal, and our Compliance goals were achieved at 100% of target, resulting in an overall payout of 114.5% of the target for each of our NEOs who were bonus eligible. In 2024, we granted performance-vested restricted stock units (“PSUs”) that will generally vest based on the Company’s total shareholder return (TSR) relative to its peers (Relative TSR) for the performance period from February 1, 2024 through January 31, 2027 (or, a change in control, if earlier) (other than Ms. Foster’s PSUs which vest, if earned, on May 20, 2027, as further described in the “Grant of Plan-Based Awards” table). •With the exception of Mr. Barasch, whose compensation reflects his temporary role as our Interim CEO as described below, our NEOs’ realizable pay is substantially lower than their grant-date pay, as indicated in the Pay Versus Performance section on page 54 of this Proxy Statement, reflecting stock price movement during the year.

  8. Suzanne Foster

    Suzanne Foster Following an extensive search process to hire a new Chief Executive Officer, on April 10, 2024, the Company entered into an employment agreement with Ms. Foster that governs the terms of her employment as the Company’s Chief Executive Officer. The Board appointed Ms. Foster to serve as the Company’s Chief Executive Officer and as a member of the Board, effective May 20, 2024. Prior to entry into the agreement, the Committee determined Ms. Foster’s compensation as Chief Executive Officer in consultation with its consultant, ClearBridge, and after considering relevant market data. As an incentive for Ms. Foster to accept the position with the Company, the Committee agreed to provide Ms. Foster with a make-whole equity award that would vest over two years to make her whole for awards that were forfeited upon her departure from her prior employer. The terms of Ms. Foster’s employment agreement are described further in the section labeled “Narrative to Summary Compensation Table — Executive Employment Agreements,” and her severance entitlements are described further in the section labeled “Potential Payments Upon Termination or Change in Control.”

  9. Richard Barasch

    Richard Barasch Mr. Barasch, our former Interim Chief Executive Officer (“Interim CEO”), was party to a letter agreement with the Company, dated June 26, 2023, as amended and extended as of August 29, 2023, October 26, 2023, December 21, 2023, March 3, 2024 and April 15, 2024, pursuant to which Mr. Barasch agreed to serve as the Interim CEO, in successive two-month terms commencing on July 1, 2023, which interim period ended on May 19, 2024. Prior to entry into the letter agreement, the Committee determined Interim CEO compensation for Mr. Barasch in consultation with its consultant, ClearBridge, and after considering relevant market data. During the period of his employment as Interim CEO, Mr. Barasch was entitled to receive a base salary at a rate of $262,500 per month and was eligible to participate in the Company’s employee benefit programs offered to similarly situated employees. In connection with each two-month term, Mr. Barasch received a grant of restricted stock units covering a number of shares of the Company’s Common Stock with an aggregate grant date fair value of $175,000 (or, with respect to the final term of the Interim CEO period, $87,500), which vested at the end of each two-month term, subject to continued service through the applicable vesting date. Mr. Barasch did not participate in the Company’s annual and long-term incentive programs for executive officers, given the interim nature of his role. In his role as Interim CEO, he continued to consult with the Committee on compensation decisions other than those related to his own pay. Mr. Barasch ceased service as Interim CEO effective as of May 19, 2024. Commencing on May 20, 2024 and continuing through June 30, 2024 (the “Interim CEO Transition Period”), Mr. Barasch, in his role as Chair of the Board, assisted with the transition of the chief executive officer duties and responsibilities to Ms. Foster. For his advisory services during the Interim CEO Transition Period, Mr. Barasch was paid base compensation at a rate of $262,500 per month. Following the completion of the Interim CEO Transition Period, and in connection with his resignation as a director of the Company on June 30, 2024, Mr. Barasch did not receive any severance benefits.

  10. Jason Clemens

    Jason Clemens After discussions with our Interim CEO, the Committee determined it to be in the Company’s best interest to better support Mr. Clemens’ long-term retention at the Company and provide him with a one-time grant of time-based restricted stock units on March 18, 2024, in addition to his 2024 annual equity grant. Prior to determining to provide a one-time grant of restricted stock units, the Committee, in consultation with ClearBridge, reviewed relevant market data including the impact of the annualized value of the one-time award on overall market position. Further, on April 15, 2024, the Company agreed to amend his employment agreement to provide him with an additional six months of cash severance benefits upon an involuntary termination of employment by the Company without cause or his resignation for good reason, as described in more detail in the section labeled “Potential Payments Upon Termination or Change in Control.” In an effort to create uniformity among the compensation arrangements of Ms. Foster’s direct reports, Mr. Clemens’ monthly automobile allowance was discontinued, effective January 1, 2025, pursuant to an amendment to his employment agreement, dated December 9, 2024. The terms of Mr. Clemens’ employment agreement are described further in the section labeled “Narrative to Summary Compensation Table — Executive Employment Agreements,” and his severance entitlements are described further in the section labeled “Potential Payments Upon Termination or Change in Control.”

  11. Albert Prast

    Albert Prast The Committee, in consultation with the Chief Executive Officer, sought to create uniformity among the employment arrangements with each of Ms. Foster’s direct reports to further enhance executive retention and to motivate our executive team to focus on the success of the Company. On October 30, 2024, the Company and Mr. Prast entered into a new employment agreement which governs his continued employment as Chief Technology Officer. No non-recurring or one-time payments were made in connection with the new employment agreement. The severance terms of Mr. Prast’s new employment agreement were modified to make them more consistent with the severance entitlements provided to other direct reports of Ms. Foster. Mr. Prast’s new employment agreement is described further in the section labeled “Narrative to Summary Compensation Table — Executive Employment Agreements,” and his severance entitlements are described further in the section labeled “Potential Payments Upon Termination or Change in Control.”

  12. Toby Scott Barnhart

    Toby Scott Barnhart On August 1, 2024, the Company entered into an employment agreement with Mr. Barnhart that governs the terms of his employment as the Chief Operating Officer of the Company, effective September 23, 2024. Prior to entry into the agreement, the Committee determined Mr. Barnhart’s compensation as the Company’s Chief Operating Officer in consultation with its consultant, ClearBridge, and after considering relevant market data. The terms of Mr. Barnhart’s employment agreement are described further in the section labeled “Narrative to Summary Compensation Table — Executive Employment Agreements,” and his severance entitlements are described further in the section labeled “Potential Payments Upon Termination or Change in Control.”

  13. Compensation at a Glance

    Compensation at a Glance Following a significant review and refresh of our executive compensation framework in 2021-2022, our 2024 program was relatively stable and continues to emphasize at-risk, results-driven pay with performance measures focused on key measures of our success in growing profitably and building sustainable value for our stockholders. The high support that our 2024 say-on-pay proposal received, with 96.8% of shares voted cast in favor, was a strong indication that our stockholders are supportive of our approach to executive compensation. The 2024 target direct compensation mix for our current CEO (Ms. Foster) and other NEOs is illustrated below. Given the interim nature of his role, the chart below does not include the target direct compensation mix of our former Interim CEO (Mr. Barasch). The chart also does not include one-time, non-recurring payments or awards, such as the Make-Whole Inducement RSUs granted to Ms. Foster and the one-time time-based restricted stock unit award granted to Mr. Clemens (as described in further detail in the “Long-Term Incentives” table below). The majority (87%) of Ms. Foster’s target direct compensation is at-risk variable pay, with 72% consisting of equity incentive awards. For all other NEOs in 2024 (excluding former executives) at-risk variable pay represents an average of 76% of the target compensation mix, with an average of 54% consisting of equity incentive awards. Further, our target direct compensation mix is substantially performance-based with nearly 50% of our NEOs’ (excluding former executives) target direct compensation being tied to the achievement of preset and rigorous performance goals. The key design features are largely consistent across all currently employed NEOs. (1)Excludes Mr. Barnhart since he only received RSUs during 2024 given his start date. These percentages also exclude Mr. Barasch, Mr. Parnes and Mr. Rietkerk as they are former executives of the Company.

  14. Compensation at a Glance

    | Annual Incentive •100% payable in cash •Earned based on a combination of Adjusted EBITDA, Free Cash Flow, and Compliance | Annual Long-Term Incentives •Granted an equal mix of PSUs and RSUs •PSUs vest subject to continued employment and three-year cumulative Relative TSR performance •RSUs vest subject to continued employment in three equal annual installments over a three-year period |

  15. Compensation Philosophy and Alignment with Strategic Priorities

    | Principle | How we achieve this | | Link pay with performance | ✓Deliver the majority of an NEO’s pay in the form of at-risk, variable compensation(1) ✓Provide incentive opportunities that can be earned based on robust, simple, transparent, and holistic measures of enterprise-wide performance (currently Adjusted EBITDA, Free Cash Flow, Compliance, and Relative TSR) | | Provide an appropriate mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment(2) | ✓Deliver the majority of pay as at-risk and results-driven,(3) accounting for an average of 82% for our NEOs, excluding former executives ✓Deliver an average of 48% of each NEO’s compensation in performance-based pay, defined as annual bonus and PSUs (except as noted in footnotes 1 and 2 to this table) ✓Use a combination of PSUs and RSUs to balance performance-based pay and retention objectives, while collectively aligning with stockholders’ interests | | Set competitive pay levels to effectively attract and retain key talent | ✓Use an appropriate peer group to provide external context that informs pay decisions ✓Reference the market 50th percentile when setting total direct compensation opportunities (the sum of base salary, target bonus and annual equity awards), with positioning against market informed by a range of factors consistent with the Company’s compensation philosophy(4) |

  16. Compensation Policies and Practices

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

  17. Use of Market Data

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

  18. Use of Market Data

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

  19. Use of Market Data

    During 2024, the compensation peer group was reviewed to inform 2024 and 2025 compensation decisions. Agiliti, Inc. was removed from the group due to transaction activity. There were no companies added to the group.

  20. Use of Market Data

    | | 2025 Peer Group(1) | | | | Former Peers (2024 only) | Consistent Peers (2024 and 2025) | | New Peers (2025 only) | | •Agiliti, Inc. | •Addus HomeCare Corporation •Alignment Healthcare, Inc. •AMN Healthcare Services, Inc. •Chemed Corporation •DENTSPLY SIRONA Inc. •Embecta Corp. •Encompass Health Corporation | •The Ensign Group, Inc. •ModivCare Inc. •Option Care Health, Inc. •Owens & Minor, Inc. •Patterson Companies, Inc. •Pediatrix Medical Group, Inc. •RadNet, Inc. •Select Medical Holdings Corporation | •None |

  21. Use of Market Data

    (1)Established in 2024 to inform 2025 compensation decisions and to be used as the peer group for the relative TSR conditions applicable to 2025 PSU awards. When insufficient data is available for the Peer Group, the independent consultant provides the Committee with survey data for relevant companies as an alternative and relevant point of reference. As noted above, one of the primary uses of market data is to inform decisions that the Committee makes as it relates to executive officer compensation levels. In setting individual target direct compensation opportunities, the Committee references the 50th percentile market data for relevant roles in the Peer Group. However, the positioning of an individual’s target compensation relative to market will vary, taking account of a range of factors including: role scope and responsibilities; criticality; performance and potential; the prior experience and pay of the incumbent; internal equity; and company performance.

  22. Annual Incentives

    Annual Incentives The annual incentive plan enables the Committee to incentivize and reward NEOs for the achievement of performance outcomes that drive the Company’s overall results. For 2024, the plan featured both financial and non-financial performance metrics. In the first quarter of 2024, the Committee approved the original structure of the 2024 annual incentive program for NEOs then in place (excluding Mr. Barasch, who was serving as Interim CEO at the time and was not eligible for a bonus). This design included the following metrics:

  23. Annual Incentives

    | Metric and Associated Weighting | Joshua Parnes | Shaw Rietkerk(1) | Other Eligible NEOs | | FY2024 Adjusted EBITDA | 75% | 30% | 50% | | FY2024 Free Cash Flow | 20% | 20% | 20% | | FY2024 Compliance Assessment | 5% | 5% | 5% | | Individual Performance | — | 45% | 25% | | Adjusted EBITDA Modifier | If Adjusted EBITDA is below target, the payout for all other metrics would be reduced by the Adjusted EBITDA payout. | | |

  24. Annual Incentives

    _____________________ (1) Mr. Rietkerk waived his right to receive his 2024 bonus in connection with his termination of employment. The Company hired Ms. Foster effective May 20, 2024. Upon joining the company, Ms. Foster's bonus was tied 75% to Adjusted EBITDA, 20% to Free Cash Flow, and 5% to Compliance objectives (subject to the Adjusted EBITDA modifier). Following the hiring of a new CEO and a broader management transition and reorganization, the Committee reviewed performance against the annual incentive framework. As part of that review, and in an effort to enhance alignment across the new executive team and reinforce the Company’s “OneAdapt” culture, the Committee elected to apply a consistent framework for the CEO and all of her direct reports. Specifically, the Committee determined that the criteria used to determine the extent to which the individual performance component was attained would be shifted to be based on the extent to which the Adjusted EBITDA component was achieved — and this shift resulted in mirroring the structure previously approved for the CEO. This change further aligned the team around shared objectives, emphasized the importance of Adjusted EBITDA, and reflected the evolving nature of individual priorities under the Company’s new leadership. Under the revised structure, which applied to all bonus-eligible NEOs, the metrics were weighted as follows:

  25. Annual Incentives

    | Metric and Associated Weighting | All NEOs | | FY2024 Adjusted EBITDA | 75% | | FY2024 Free Cash Flow | 20% | | FY2024 Compliance Assessment | 5% | | Adjusted EBITDA Modifier | -- |

  26. Annual Incentives

    Payout opportunities for the financial metrics ranged from 50% of target for threshold performance to 200% of target for maximum performance (with no payout for performance below threshold). The payout opportunity for the Compliance metric was capped at 100% of target. Performance against the Compliance metric was determined following a recommendation from the Compliance Committee based on its assessment of Company compliance. In the first quarter of 2025, the Committee completed its assessment of company performance with reference to goals established in the first quarter of 2024. Provided below are the Adjusted EBITDA and Free Cash Flow goals for 2024.

  27. Annual Incentives

    | | Below Threshold | Threshold | Target | Maximum | Actual | Payout (Before Adjusted EBITDA Modifier) | | Adjusted EBITDA | < $625.5M | $625.5M | $695M | $764.5M | $688.7M | 95.44% | | Free Cash Flow | < $132.0M | $132.0M | $165.0M | $198.0M | $235.8M | 200.00% | | Payout (% of target)(1) | 0% | 50% | 100% | 200% | | |

  28. Annual Incentives

    (1)For performance between goals, straight-line interpolation was applied. The Compliance goal was deemed to have been satisfied in accordance with expectations and achieved at 100% of target (before allocation of Adjusted EBITDA modifier), reflecting the Compliance Committee’s recommendation which was based on a holistic review of the Company’s overall compliance during the year. As noted above, the 2024 annual incentive program also included a downward modifier tied to Adjusted EBITDA performance. If Adjusted EBITDA performance was below target, the Free Cash Flow and Compliance components were reduced proportionally. In 2024, this resulted in an adjustment to the Free Cash Flow and Compliance components, yielding a final calculated payouts of 95.44% for Adjusted EBITDA (75% weighting), 190.87% for Free Cash Flow (20% weighting), and 95.44% for Compliance (5% weighting), resulting in a final overall payout of approximately 114.52% of target for all bonus-eligible NEOs.

  29. Annual Incentives

    | Executive(1) | Target Bonus (% of salary) | Target Bonus | Company Performance Achievement | 2024 Actual Bonus | | Suzanne Foster | 120% | $1,080,000 | 114.52% | $1,236,857 | | Jason Clemens | 100% | $650,000 | 114.52% | $744,405 | | Albert Prast | 100% | $450,000 | 114.52% | $515,357 | | Christine Archbold | 50% | $187,500 | 114.52% | $214,732 | | Toby Scott Barnhart | 100% | $163,934 | 114.52% | $187,744 | | Joshua Parnes(2) | 100% | $416,667 | 114.52% | $477,183 |

  30. Annual Incentives

    _____________________ (1)Mr. Barasch, former Interim CEO, was not eligible for an annual bonus. Pursuant to Mr. Rietkerk’s Transition, Separation and Release Agreement, in lieu of his right to receive his 2024 bonus and the severance benefits pursuant to the terms of his employment agreement, Mr. Rietkerk received a one-time lump sum severance payment of $750,000 following his March 31, 2025 separation date. (2)Pursuant to his separation agreement, Mr. Parnes was entitled to a prorated 2024 annual bonus as part of his accrued severance.

  31. Long-Term Incentives

    Long-Term Incentives During 2024, annual equity awards to our NEOs (other than our Interim CEO and Mr. Barnhart) were made in an equal combination of PSUs and RSUs. The number of shares is determined by dividing the target grant value by a 20-trading day volume weighted average price of the Company’s common stock as of the date immediately prior to the share determination date. In 2024, consistent with prior-year practice of making grants on or around February 1, the number of shares were determined as of January 31, 2024, with the grant formally being approved on February 5, 2024 by the Committee. To manage share usage and in anticipation of a request for additional shares at the Company’s 2024 Annual Meeting of Shareholders on June 20, 2024, our 2024 annual equity grants for executives who were employed at the time were granted and approved by the Committee on February 5, 2024. However, the grant of PSUs were subject to, and contingent upon, the Company’s shareholders’ approval of the increase to the shares available for issuance under the Plan at the Company’s 2024 Annual Meeting of Shareholders on June 20, 2024. On March 28, 2024, after determining there were additional shares reserved in the Plan that were sufficient to grant a portion of the PSUs, the Committee approved the partial removal of the shareholder approval contingency with respect to 40% of the PSUs, effective March 31, 2024. On June 20, 2024, the shareholders approved the amendment to the Plan to increase the number of shares available for issuance and the shareholder approval contingency with respect to the remaining 60% of the PSUs was satisfied in full. The number of shares for all components was determined using the January 31, 2024 volume weighted average price, in alignment with the Company's historical methodology. Due to the timing of approvals and accounting treatment, the values disclosed in the Summary Compensation Table may differ from the intended target values used for determining grants. Except for the grant of awards made to certain NEOs as described in the “Grant of Plan-Based Awards” table below, the annual grant of PSUs granted in March and June 2024 will generally cliff vest on February 1, 2027, subject to certification of Relative TSR performance versus the 2024 peer group over the three-year performance period, and the annual grant of RSUs generally vest ratably in equal installments on the first, second and third anniversary of February 1, 2024. Except as otherwise noted in the “Potential Payments Upon Termination or Change in Control,” awards of PSUs and RSUs are generally subject to the recipient’s continued employment through each vesting date. Our Relative TSR goals for PSUs are shown below.

  32. Long-Term Incentives

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

  33. Long-Term Incentives

    _____________________ (1)For performance between goals straight-line interpolation will be applied. For performance below threshold (i.e., ranking below the 25th percentile relative to peers), no vesting will occur. Effective as of May 20, 2024, the Company granted Ms. Foster an RSU award with an aggregate grant date value of $4,900,000, determined based on the 20-trading day volume weighted average price of the Company’s common stock as of the day immediately prior to the grant date, in accordance with the Company’s historical grant practices (the “Sign-On Inducement RSUs”). The Sign-On Inducement RSUs are comprised 50% of time-based RSUs, which vest in equal annual installments over three years, and 50% of performance-based RSUs, which are eligible to vest between 0% and 200% of target based on the Company’s total shareholder return relative to the Company’s peer group over a three-year performance period, subject to Ms. Foster’s continued employment through the applicable vesting date. In addition to the Sign-On Inducement RSUs, Ms. Foster also received a one-time award of RSUs with a target value of $1,000,000 which was granted in replacement of compensation forfeited from her prior employer (the “Make-Whole Inducement RSUs” and, collectively with the Sign-On Inducement RSUs, the “CEO Inducement RSUs”). The award of Make-Whole Inducement RSUs vests in equal annual installments over the next two years. The CEO Inducement RSUs were granted outside of the 2019 Equity Incentive Plan as “inducement grants” (as such term is described in Nasdaq Listing Rule 5635(c)(4)) material to Ms. Foster agreeing to enter into employment with the Company.

  34. Long-Term Incentives

    | | | Equity Mix | | | Executive | Target Equity Value | PSUs | RSUs | | Suzanne Foster(1) | $4,900,000 | 50% | 50% | | Jason Clemens(2) | $1,950,000 | 50% | 50% | | Albert Prast | $1,000,000 | 50% | 50% | | Christine Archbold | $400,000 | 50% | 50% | | Toby Scott Barnhart (Sign-On RSUs)(3) | $1,000,000 | -- | 100% | | Joshua Parnes(4) | $3,250,000 | 50% | 50% | | Shaw Rietkerk(5) | $1,000,000 | 50% | 50% |

  35. Long-Term Incentives

    _____________________ (1)The table does not include Ms. Foster’s Make-Whole Inducement RSUs which vest in equal installments over two years, which were granted in replacement of compensation forfeited from her prior employer and were not viewed by the Committee as part of her 2024 compensation package. (2)The table above does not include the one-time award of $1,250,000 in time-vested RSUs granted to Mr. Clemens on March 18, 2024, which vests ratably in three equal installments on each anniversary of the grant date, subject to continued employment. These RSUs were a special one-time grant intended to aid the retention of Mr. Clemens’ services while the Company embarked on its executive transition. (3)Given his start date of September 23, 2024, Mr. Barnhart received 100% time-vested RSUs in 2024. Going forward, Mr. Barnhart will participate in the same programs as other comparable executives (i.e., Mr. Barnhart received 50% RSUs and 50% PSUs for his 2025 grant). (4)Per his Transition Agreement, Mr. Parnes’ award was forfeited in connection with his termination of employment. (5)Per his Transition Agreement, Mr. Rietkerk was eligible for continued vesting in his then-outstanding equity awards (including his 2024 equity award) only through the Scheduled Separation Date of March 31, 2025. No awards of PSUs concluded their performance period or were earned or vested during the year ended December 31, 2024. Our first award of PSUs based on Relative TSR was granted in the first quarter of 2022 and was eligible to vest in the first quarter of 2025. However, no shares vested based on the achievement of the corresponding performance goals. Our second award of PSUs based on Relative TSR was granted in the first quarter of 2023 and is eligible to vest in the first quarter of 2026, subject to achievement of the corresponding performance goals.

  36. One-Time Retention RSU Award to the Chief Financial Officer

    One-Time Retention RSU Award to the Chief Financial Officer In order to further enhance retention for Mr. Clemens during a period of leadership team transition, the Committee granted a one-time award of $1,250,000 in time-vested RSUs on March 18, 2024. The RSUs vest ratably in three equal installments on each anniversary of the grant date, subject to Mr. Clemens’ continued employment through the applicable vesting date.

  37. Item 402(x) of Regulation S-K

    Item 402(x) of Regulation S-K The following information is being provided as required by Item 402(x) of Regulation S-K. The Company’s long-standing practice has been to grant equity compensation on a pre-determined schedule at approximately the same time each year, with interim or off-cycle grants being reviewed and approved by the Committee as circumstances warrant. During 2024, the Company did not grant stock options or stock appreciation rights to its employees. The Committee and the Board did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and for 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  38. Summary Compensation Table

    Summary Compensation Table

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Suzanne Foster(7) Chief Executive Officer | 2024 | 561,577 | — | 6,592,784 | — | 1,236,857 | 534 | 8,391,752 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Jason Clemens Chief Financial Officer | 2024 | 635,739 | — | 4,949,552 | — | 744,405 | 22,530 | 6,352,226 | | | 2023 | 520,000 | — | 1,256,827 | — | 587,808 | 18,780 | 2,383,415 | | | 2022 | 520,000 | — | 1,707,204 | — | 331,916 | 18,280 | 2,577,400 | | Albert Prast Chief Technology Officer | 2024 | 453,462 | — | 1,882,494 | — | 515,357 | 792 | 2,852,105 | | | 2023 | 450,000 | — | 837,896 | — | 508,680 | 792 | 1,797,368 | | | 2022 | 450,000 | — | 1,138,121 | — | 287,235 | 792 | 1,876,148 | | Christine Archbold(7) Chief Accounting Officer | 2024 | 378,567 | — | 753,008 | — | 214,732 | 9,442 | 1,355,749 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Toby Scott Barnhart(7) Chief Operating Officer | 2024 | 166,154 | 187,744 | 993,145 | — | — | 99 | 1,347,142 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Richard Barasch(7) Former Interim Chief Executive Officer | 2024 | 1,235,402 | — | 474,408 | — | — | 364,296 | 2,074,106 | | | 2023 | 1,491,477 | — | 743,274 | — | — | 30,432 | 2,265,183 | | | 2022 | — | — | — | — | — | — | — | | Joshua Parnes Former President | 2024 | 420,673 | — | 6,118,138 | 907,558 | — | 2,995,551 | 10,441,920 | | | 2023 | 625,000 | — | 2,723,154 | — | 684,750 | 18,180 | 4,051,084 | | | 2022 | 625,000 | — | 3,698,882 | — | 398,938 | 18,120 | 4,740,940 | | Shaw Rietkerk(7) Former Chief Operating Officer | 2024 | 499,856 | — | 1,882,494 | — | — | 1,776 | 2,384,126 | | | 2023 | 400,000 | — | 670,324 | — | 452,160 | 6,780 | 1,529,264 | | | 2022 | — | — | — | — | — | — | — |

  40. Summary Compensation Table

    _____________________ (1)The amounts reported in this column reflect the annual base salaries for Ms. Foster effective May 20, 2024, for Mr. Clemens, Ms. Archbold and Mr. Rietkerk effective January 1, 2024, Mr. Prast and Mr. Parnes effective October 8, 2021, and for Mr. Barnhart effective September 23, 2024. Mr. Parnes resigned from the Company effective August 31, 2024. In connection with a Transition, Separation and Release agreement entered into with Mr. Rietkerk on August 21, 2024, Mr. Rietkerk resigned from his position as an executive officer of the Company effective September 22, 2024. Mr. Barasch’s base salary was paid at the rate of $262,500 per month in connection with each of his successive two-month terms from January 1, 2024 through April 30, 2024, and for the period from May 1, 2024 through May 19, 2024, as the Company’s Interim CEO, pursuant to a letter agreement effective as of July 1, 2023 (as subsequently amended); Mr. Barasch resigned from the Company effective May 19, 2024 (but continued to provide advisory services through June 30, 2024). For additional information, please see “— Narrative to Summary Compensation Table-Executive Employment Agreements” below. (2)This amount represents the amount paid to Mr. Barnhart in respect of his pro-rated annual performance-based incentive compensation for the 2024 fiscal year, which, pursuant to Mr. Barnhart's employment agreement, was guaranteed to be equal to the greater of actual performance and target. For additional information, please see “— Narrative to Summary Compensation Table-Executive Employment Agreements” below. (3)The amounts reported in this column for 2024 represent the aggregate grant-date fair value of the restricted stock units granted during the fiscal year ended December 31, 2024, which was determined in accordance with FASB ASC 718. Messrs. Clemens, Prast, Parnes and Rietkerk, and Ms. Archbold, received restricted stock unit awards that were approved by the Committee on February 5, 2024; however, the portion of the awards that were subject to performance-vesting conditions was subject to, and contingent upon, the Company’s stockholders’ approval of an amendment to the Plan at the June 20, 2024 annual meeting. On March 28, 2024, after determining there were sufficient shares reserved in the Plan to approve a portion of the performance-vesting awards, the Committee approved the partial removal of the shareholder approval contingency with respect to 40% of the performance-vesting awards, effective March 31, 2024. The grant-date fair value of that portion of the award was determined on March 31, 2024 in accordance with FASB ASC 718. On June 20, 2024, the stockholders approved the amendment to the Plan and the remaining 60% of the awards subject to performance-vesting conditions was granted with a grant date of June 20, 2024. The grant-date fair value of that portion of the award was determined on June 20, 2024, in accordance with FASB ASC 718. The target annual amount of the restricted stock unit award approved by the Committee on February 5, 2024 was as follows: (i) for Mr. Clemens - $1,950,000, (ii) for Mr. Prast - $1,000,000, (iii) for Ms. Archbold - $400,000, (iv) for Mr. Parnes - $3,250,000, and (v) for Mr. Rietkerk - $1,000,000. Due to the partial removal of the shareholder approval contingency on March 28, 2024 and the subsequent shareholder approval on June 20, 2024, the amounts reported in this table for the award approved by the Committee on February 5, 2024 reflect a higher grant-date fair value as compared to what the grant-date fair value would have been had these stock awards been valued with an accounting grant date of February 5, 2024. With respect to each of Ms. Foster and Mr. Barnhart, the amount reported in this column for 2024 includes the aggregate grant-date fair value of the CEO Inducement RSUs and the COO Sign-On RSUs (as defined in “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table” below) approved by the Committee on May 11, 2024 and September 19, 2024, respectively, and valued as of their corresponding dates of hire, on May 20, 2024 and September 23, 2024, respectively, and were determined in accordance with FASB ASC 718. With respect to Mr. Clemens, the amount reported in this column for 2024 includes, in addition to his annual stock award, a one-time award of $1,250,000 in time-vested restricted stock units approved by the Committee on March 18, 2024. The amount reported in this column for 2024 for Mr. Barasch represents the aggregate grant-date fair value of his awards of restricted stock units, which were valued as of the dates approved by the Committee, and were determined in accordance with FASB ASC 718. The amounts reported in this column reflect the grant-date fair value of the restricted stock units for accounting purposes and do not represent the actual economic value that may be realized by each NEO. There can be no assurance that these amounts will ever be realized. See note 13, Stockholders’ Equity, to our consolidated financial statements for the fiscal year ended December 31, 2024 to our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions used to calculate these values. With respect to Mr. Parnes, the stock award reported in this table for 2024 was forfeited in connection with his termination of employment. (4)The amount reported in this column for Mr. Parnes reflects the incremental fair value of his modified stock options. In connection with a Transition, Separation and Release Agreement entered into with Mr. Parnes on July 2, 2024, which is described in more detail under the section labeled “Potential Payments Upon Termination or Change in Control,” and following approval of the Committee on October 25, 2024, certain of Mr. Parnes’ outstanding vested stock options were modified to extend the exercise period for such options, and as a result, the table above includes the incremental fair value of his modified stock options as of October 25, 2024, determined in accordance with FASB ASC 718. (5)The amounts reported in this column for 2024, except as otherwise noted in this footnote 5, represent the annual performance-based incentive compensation earned with respect to 2024 by each NEO. The annual performance-based incentive compensation was paid in the first quarter of 2025. Mr. Barasch did not receive an annual bonus for the 2024 fiscal year. Mr. Barnhart's pro-rated annual bonus for 2024 was guaranteed to be paid at the greater of target and actual performance levels and is included in the "Bonus" column as noted in footnote 2 above. Mr. Parnes’ annual bonus for 2024 was pro-rated to reflect the number of days worked in 2024 and is included in the “All Other Compensation” column as noted in footnote 6 below. In connection with a Transition, Separation and Release Agreement entered into with Mr. Rietkerk, which is described in more detail under the section labeled “Potential Payments Upon Termination or Change in Control,” Mr. Rietkerk waived his right to receive an annual bonus for the 2024 fiscal year. For additional information, please see “Compensation Discussion & Analysis — 2024 Compensation Decisions and Outcomes — Annual Incentives” above, and the summary to the “Potential Payments Upon Termination or Change in Control” table below. (6)The amounts reported as earned by each NEO in this column for 2024 represent the following: (i) for Ms. Foster, $159 in life insurance premiums and $375 for an employer matching contribution to the Company’s Health Savings Account; (ii) for Mr. Clemens, $180 in life insurance premiums, $12,000 in automobile expense reimbursement (which, pursuant to an amendment to his employment agreement, dated December 9, 2024, was discontinued effective January 1, 2025), and an employer matching contribution to the Company’s 401(k) plan equal to $10,350; (iii) for Mr.

  41. Summary Compensation Table

    Prast, $792 in life insurance premiums; (iv) for Ms. Archbold, $276 in life insurance premiums and an employer matching contribution to the Company’s 401(k) plan equal to $9,166; (v) for Mr. Barnhart, $99 in life insurance premiums; (vi) for Mr. Barasch, $364,113 relating to cash compensation received subsequent to his resignation as Interim CEO for the period from May 20, 2024 through June 30, 2024 in respect of his services on the board of directors and $183 in life insurance premiums; (vii) for Mr. Parnes, $118 in life insurance premiums, $12,461 in automobile expense reimbursements and (x) $2,500,000 in cash severance, (y) $477,183 in respect of his prorated annual bonus determined based on actual performance, and (z) $5,789 in COBRA reimbursements, in each case, in connection with Mr. Parnes’ separation from the Company, effective August 31, 2024; and (viii) for Mr. Rietkerk, $276 in life insurance premiums and an employer matching contribution to the Company’s 401(k) plan equal to $1,500. (7)Ms. Foster and Mr. Barnhart were not employed by the Company in the years ended December 31, 2023 and 2022 and therefore were not a NEO in those years. Ms. Archbold was not a NEO of the Company in the years ended December 31, 2023 and 2022. Prior to his commencement as Interim CEO, Mr. Barasch served as a director on our board of directors and was not employed by the Company in the year ended December 31, 2022 and therefore was not a NEO in that year. Mr. Rietkerk was not a NEO of the Company in the year ended December 31, 2022.

  42. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth grants of plan-based awards to our NEOs as of December 31, 2024.

  43. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(3) | Maximum (#) | | | | | | Suzanne Foster | May 20, 2024 | 513,000 | 1,080,000 | 2,106,000 | — | — | — | — | — | — | — | | | May 20, 2024 | — | — | — | — | — | — | 323,511 | — | — | 3,199,524 | | | May 20, 2024 | — | — | — | 114,870 | 229,740 | 459,480 | — | — | — | 3,393,260 | | Jason Clemens | March 25, 2024 | 227,500 | 650,000 | 1,186,250 | — | — | — | — | — | — | — | | | February 5, 2024 | — | — | — | — | — | — | 139,112 | — | — | 975,175 | | | March 18, 2024 | — | — | — | — | — | — | 128,380 | — | — | 1,278,665 | | | March 31, 2024 | — | — | — | 27,823 | 55,645 | 111,290 | — | — | — | 1,090,642 | | | June 20, 2024 | — | — | — | 41,734 | 83,467 | 166,934 | — | — | — | 1,605,070 | | Albert Prast | March 25, 2024 | 157,500 | 450,000 | 821,250 | — | — | — | — | — | — | — | | | February 5, 2024 | — | — | — | — | — | — | 71,339 | — | — | 500,086 | | | March 31, 2024 | — | — | — | 14,268 | 28,536 | 57,072 | — | — | — | 559,306 | | | June 20, 2024 | — | — | — | 21,402 | 42,803 | 85,606 | — | — | — | 823,102 | | Christine Archbold | March 25, 2024 | 65,625 | 187,500 | 342,188 | — | — | — | — | — | — | — | | | February 5, 2024 | — | — | — | — | — | — | 28,536 | — | — | 200,037 | | | March 31, 2024 | — | — | — | 5,708 | 11,415 | 22,830 | — | — | — | 223,734 | | | June 20, 2024 | — | — | — | 8,561 | 17,121 | 34,242 | — | — | — | 329,237 | | Toby Scott Barnhart | September 23, 2024 | 77,869 | 163,934 | 319,672 | — | — | — | — | — | — | — | | | September 23, 2024 | — | — | — | — | — | — | 89,392 | — | — | 993,145 | | Richard Barasch | January 1, 2024 | — | — | — | — | — | — | 22,291 | — | — | 162,501 | | | February 29, 2024 | — | — | — | — | — | — | 21,206 | — | — | 223,087 | | | May 1, 2024 | — | — | — | — | — | — | 8,829 | — | — | 88,820 | | Joshua Parnes | March 25, 2024 | 296,875 | 625,000 | 1,218,750 | — | — | — | — | — | — | — | | | February 5, 2024 | — | — | — | — | — | — | 231,853 | — | — | 1,625,290 | | | March 31, 2024 | — | — | — | 46,371 | 92,741 | 185,482 | — | — | — | 1,817,724 | | | June 20, 2024 | — | — | — | 69,556 | 139,112 | 278,224 | — | — | — | 2,675,124 | | | October 25, 2024 | — | — | — | — | — | — | — | 833,334 | 11.50 | 907,558 | | Shaw Rietkerk | March 25, 2024 | 125,000 | 500,000 | 862,500 | — | — | — | — | — | — | — | | | February 5, 2024 | — | — | — | — | — | — | 71,339 | — | — | 500,086 | | | March 31, 2024 | — | — | — | 14,268 | 28,536 | 57,072 | — | — | — | 559,306 | | | June 20, 2024 | — | — | — | 21,402 | 42,803 | 85,606 | — | — | — | 823,102 |

  44. Grants of Plan-Based Awards Table

    _____________________ (1)Equity awards granted on each of (i) February 5, 2024, in respect of annual grants of service-based restricted stock units, (ii) March 18, 2024, in respect of a one-time retention service-based restricted stock unit award to Mr. Clemens, (iii) March 31, 2024, in respect of the portion of the annual grant of performance-based restricted stock units for which the shareholder contingency was waived by the Committee, as described in footnote 3 to the “Summary Compensation Table,” (iv) June 20, 2024, in respect of the portion of the performance-based restricted stock units that were granted effective upon the approval by shareholders of the amendment to the Plan at the 2024 annual meeting, as described in footnote 3 to the “Summary Compensation Table”, and (v) September 23, 2024, in respect of Mr. Barnhart’s sign-on grant of restricted stock units in each case were made pursuant to the 2019 Stock Incentive Plan. The equity awards granted to Mr. Barasch on each of January 1, 2024, February 29, 2024 and May 1, 2024 were granted in connection with Mr. Barasch’s Interim CEO Agreement and were made pursuant to the 2019 Stock Incentive Plan. The award of CEO Inducement RSUs granted to Ms. Foster on May 20, 2024 was made outside of the 2019 Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4). (2)Annual cash bonus opportunities approved by the Committee on March 25, 2024 were made pursuant to the Company’s annual bonus plan. The threshold, target, and maximum amounts listed in this table reflect the weighting of the original performance metrics that would have been applicable to each of Messrs. Clemens, Prast, Parnes, and Rietkerk and Ms. Archbold had the individual performance metric component for the 2024 annual bonuses not been modified. As noted on page 32 of this Proxy Statement, in an effort to make the performance metrics applicable to all NEOs following Ms. Foster’s commencement of employment consistent, the Committee determined, in its discretion, that the cri teria for the individual performance metric was deemed achieved based on the same extent to which the Adjusted EBITDA metric was achieved. As a result, this change shifted the manner in which the performance metrics are weighted and had this shift applied to the original performance metrics, the threshold and maximum amounts shown in the table above for each of Messrs. Clemens, Prast, Parnes, and Rietkerk and Ms. Archbold would have been (i) for the threshold, $308,750 and for the maximum, $1,267,500, (ii) for the threshold, $213,750 and for the maximum, $877,500, (iii) for the threshold, $296,875 and for the maximum, $1,218,750, (iv) for the threshold, $237,500 and for the maximum, $975,000, and (v) for the threshold, $89,063 and for the maximum, $365,625, respectively. As described in more detail under the section labeled “Potential Payments Upon Termination or Change in Control,” Mr. Rietkerk waived his right to receive his 2024 annual bonus listed in this table. (3)For Ms. Foster, shares of restricted stock units reported in this column are earned based upon the achievement of certain relative total shareholder return goals as defined, and, if earned, vest on the third anniversary of May 20, 2024. For each of Messrs. Clemens, Prast, Parnes and Rietkerk, and Ms. Archbold, shares of restricted stock units reported in this column are earned based upon the achievement of certain relative total shareholder return goals as defined, and, if earned, vest on the third anniversary of February 1, 2024, except that Messrs. Parnes’ and Rietkerk's grants were forfeited in connection with their respective terminations of employment. Mr. Barnhart was not granted any performance-based restricted stock units in 2024. (4)For Ms. Foster, 93,771 shares of restricted stock units reported in this column are eligible to vest 50% on each of the first and second anniversaries of May 20, 2024 and 229,740 shares of restricted stock units reported in this column are eligible to vest 1/3rd on each of the first, second and third anniversaries of May 20, 2024. For each of Messrs. Clemens, Prast, Parnes and Rietkerk, and Ms. Archbold, shares of restricted stock units reported in this column that were granted on February 5, 2024 are eligible to vest 1/3rd on each of the first, second and third anniversaries of February 1, 2024, except that Mr. Parnes’ grant was forfeited in connection with his termination of employment. For Mr. Clemens, shares of restricted stock units reported in this column that were granted on March 18, 2024 are eligible to vest 1/3rd on each of the first, second and third anniversaries of March 18, 2024. For Mr. Barnhart, shares of restricted stock units reported in this column are eligible to vest 1/3rd on each of the first, second and third anniversaries of September 23, 2024. For Mr. Barasch, the shares of restricted stock units granted on January 1, 2024, February 29, 2024 and May 1, 2024 were vested as of February 29, 2024, April 30, 2024 and May 19, 2024, respectively. (5)Except for the amount reported in this column for Mr. Parnes relating to his stock options modified on October 25, 2024, the amounts reported in this column represent the aggregate grant-date fair value of the shares of restricted stock units granted during the fiscal year ended December 31, 2024, which was determined in accordance with FASB ASC 718. These amounts reflect the grant-date fair value of the shares of restricted stock units for accounting purposes and do not represent the actual economic value that may be realized by each named executive officer. There can be no assurance that these amounts will ever be realized. See note 13, Stockholders’ Equity, to our consolidated financial statements for the fiscal year ended December 31, 2024 to our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions used to calculate these values. The amount reported in this column for Mr. Parnes relating to his stock options modified on October 25, 2024 reflects the incremental fair value of such stock options which was determined in accordance with FASB ASC 718, as further described in footnote 4 to the Summary Compensation Table.

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

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

  46. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table sets forth outstanding equity awards held by each of our NEOs as of December 31, 2024.

  47. Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(17) | | Suzanne Foster | May 20, 2024(1) | — | — | — | — | — | — | 93,771 | 892,700 | | | May 20, 2024(2) | — | — | — | — | — | — | 229,740 | 2,187,125 | | | May 20, 2024(3) | — | — | — | — | 229,740 | 2,187,125 | — | — | | Jason Clemens | February 1, 2022(4) | — | — | — | — | — | — | 12,557 | 119,543 | | | February 1, 2022(5) | — | — | — | — | 37,670 | 358,618 | — | — | | | March 8, 2023(6) | — | — | — | — | — | — | 23,981 | 228,299 | | | March 8, 2023(7) | — | — | — | — | 35,971 | 342,444 | — | — | | | February 5, 2024(8) | — | — | — | — | — | — | 139,112 | 1,324,346 | | | March 18, 2024(9) | — | — | — | — | — | — | 128,380 | 1,222,178 | | | March 31, 2024(10) | — | — | — | — | 55,645 | 529,740 | — | — | | | June 20, 2024(10) | — | — | — | — | 83,467 | 794,606 | — | — | | Albert Prast | January 28, 2021(4) | — | — | — | — | — | — | 12,500 | 119,000 | | | February 1, 2021(11) | 180,021 | — | 8.50 | March 1, 2030 | — | — | — | — | | | February 1, 2021(11) | 89,451 | — | 4.38 | August 1, 2026 | — | — | — | — | | | February 1, 2022(4) | — | — | — | — | — | — | 8,371 | 79,692 | | | February 1, 2022(5) | — | — | — | — | 25,113 | 239,076 | — | — | | | March 8, 2023(6) | — | — | — | — | — | — | 15,988 | 152,206 | | | March 8, 2023(7) | — | — | — | — | 23,981 | 228,299 | — | — | | | February 5, 2024(8) | — | — | — | — | — | — | 71,339 | 679,147 | | | March 31, 2024(10) | — | — | — | — | 28,536 | 271,663 | — | — | | | June 20, 2024(10) | — | — | — | — | 42,803 | 407,485 | — | — | | Christine Archbold | November 3, 2022(12) | — | — | — | — | — | — | 2,036 | 19,383 | | | March 8, 2023(6) | — | — | — | — | — | — | 5,596 | 53,274 | | | March 8, 2023(7) | — | — | — | — | 8,393 | 79,901 | — | — | | | February 5, 2024(8) | — | — | — | — | — | — | 28,536 | 271,663 | | | March 31, 2024(10) | — | — | — | — | 11,415 | 108,671 | — | — | | | June 20, 2024(10) | — | — | — | — | 17,121 | 162,992 | — | — | | Toby Scott Barnhart | September 23, 2024(13) | — | — | — | — | — | — | 89,392 | 851,012 | | Richard Barasch(14) | — | — | — | — | — | — | — | — | — | | Joshua Parnes | November 21, 2019(15) | 833,334 | — | 11.50 | March 31, 2025 | — | — | — | — | | Shaw Rietkerk | November 21, 2019(16) | 208,333 | — | 11.50 | June 30, 2025 | — | — | — | — | | | February 1, 2022(4) | — | — | — | — | — | — | 3,474 | 33,072 | | | February 1, 2022(5) | — | — | — | — | 10,422 | 99,217 | — | — | | | March 8, 2023(6) | — | — | — | — | — | — | 12,790 | 121,761 | | | March 8, 2023(7) | — | — | — | — | 19,185 | 182,641 | — | — | | | February 5, 2024(8) | — | — | — | — | — | — | 71,339 | 679,147 | | | March 31, 2024(10) | — | — | — | — | 28,536 | 271,663 | — | — | | | June 20, 2024(10) | — | — | — | — | 42,803 | 407,485 | — | — |

  48. Outstanding Equity Awards at Fiscal Year End Table

    (1)Represents a grant of restricted stock units eligible to vest 50% on each of May 20, 2025 and May 20, 2026. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (2)Represents a grant of restricted stock units eligible to vest 1/3rd on each of the first, second and third anniversaries of May 20, 2024. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (3)Represents a grant of restricted stock units eligible to vest on May 20, 2027 based upon the achievement of certain total shareholder goals, as defined. For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (4)Represents grants of restricted stock units eligible to vest on February 1, 2025. For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (5)Represents grants of restricted stock units eligible to vest on February 1, 2025 based upon the achievement of certain total shareholder goals, as defined. For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (6)Represents grants of restricted stock units eligible to vest 50% on each of February 1, 2025 and February 1, 2026. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (7)Represents grants of restricted stock units eligible to vest on February 1, 2026 based upon the achievement of certain total shareholder goals, as defined. For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (8)Represents grants of restricted stock units eligible to vest 1/3rd on each of the first, second and third anniversaries of February 1, 2024. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (9)Represents grants of restricted stock units eligible to vest 1/3rd on each of the first, second and third anniversaries of March 18, 2024. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (10)Represents grants of restricted stock units eligible to vest on February 1, 2027 based upon the achievement of certain total shareholder goals, as defined. For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (11)Represents Company stock options substituted for previously granted AeroCare stock options in connection with the AeroCare transaction, which were fully vested as of February 1, 2021. (12)Represents grants of restricted stock units eligible to vest on November 15, 2025. For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (13)Represents grants of restricted stock units eligible to vest 1/3rd on each of the first, second and third anniversaries of September 23, 2024. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (14)Mr. Barasch did not hold any outstanding equity awards as of December 31, 2024. (15)Represents stock options which were fully vested as of January 28, 2024. The stock options were originally granted on November 21, 2019, but were subsequently modified on October 25, 2024, as further described in footnote 4 to the Summary Compensation Table. (16)Represents stock options which were fully vested as of January 28, 2024. (17)As of December 31, 2024, the fair market value of a share of our Common Stock was $9.52.

  49. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of stock awards held by our NEOs and stock option exercises by our NEOs during the fiscal year ended December 31, 2024.

  50. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Suzanne Foster | — | — | — | — | | Jason Clemens(1) | — | — | 47,099 | 388,009 | | Albert Prast(2) | 135,443 | 1,046,270 | 36,476 | 278,311 | | Christine Archbold(3) | — | — | 4,832 | 40,091 | | Toby Scott Barnhart | — | — | — | — | | Richard Barasch(4) | — | — | 77,940 | 813,417 | | Joshua Parnes(5) | — | — | 60,155 | 460,101 | | Shaw Rietkerk(6) | — | — | 30,487 | 279,114 |

  51. Option Exercises and Stock Vested Table

    _____________________ (1)Represents shares of restricted stock or restricted stock units that vested on January 1, 2024, February 1, 2024, February 28, 2024 and October 11, 2024, on which dates the fair market value of a share of our Common Stock was $7.26, $7.32, $10.27 and $10.09, respectively. Mr. Clemens received a total of 32,654 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (2)For Option Awards, represents the number of stock options exercised at an exercise price of $2.69 per share, and the aggregated dollar value realized upon the receipt of shares of our Common Stock on March 4, 2024, on which date the fair market value of a share of our Common Stock was $10.41. For Stock Awards, represents shares of restricted stock or restricted stock units that vested on January 1, 2024, February 1, 2024, February 28, 2024 and October 11, 2024, on which dates the fair market value of a share of our Common Stock was $7.26, $7.32, $10.27 and $10.09, respectively. Mr. Prast received a total of 26,340 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (3)Represents shares of restricted stock units that vested on February 1, 2024 and November 15, 2024, on which dates the fair market value of a share of our Common Stock was $7.32 and $9.64, respectively. Ms. Archbold received a total of 3,304 shares of our Common Stock in connection with the net settlement of her vested stock awards to cover required tax withholding obligations. (4)Represents shares of restricted stock units that vested on February 29, 2024, April 30 2024, May 19, 2024 and June 20, 2024, on which dates the fair market value of a share of our Common Stock was $10.23, $9.85, $9.89 and $11.29, respectively. Mr. Barasch received a total of 56,850 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (5)Represents shares of restricted stock or restricted stock units that vested on February 1, 2024, February 28, 2024 and October 11, 2024, on which dates the fair market value of a share of our Common Stock was $7.32, $10.27 and $10.09, respectively. Mr. Parnes received a total of 39,576 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (6)Represents shares of restricted stock or restricted stock units that vested on January 1, 2024, February 1, 2024, February 28, 2024, March 1, 2024 and October 11, 2024, on which dates the fair market value of a share of our Common Stock was $7.26, $7.32, $10.27, $10.52 and $10.09, respectively. Mr. Rietkerk received a total of 26,592 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations.

  52. Pension Benefits

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

  53. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation On November 17, 2023, the Company adopted the AdaptHealth LLC Non-Qualified Deferred Compensation Plan (the “NQDC Plan”), an unfunded, non-qualified deferred compensation plan. Participation in the NQDC Plan is limited to a select group of management and highly compensated employees, including NEOs of the Company. The NQDC Plan was effective as of January 1, 2024. Under the NQDC Plan, participants may elect to defer receipt of between 1% and 80% of their base salary and between 1% to 100% of their annual cash bonus (other than any performance-based bonus). The Company may make contributions to the NQDC Plan in its sole discretion, but did not make any contributions on behalf of any NEOs during 2024. Participants may receive distributions of their account balances in either a lump sum or in annual installments upon either (i) a specified date, (ii) a separation from service, (iii) due to an unforeseeable emergency, or (iv) due to death or disability. Participants may select investment funds from a broad range of options. Earnings and losses on each account are determined based on the performance of the investment funds selected by the participant. The following table sets forth information concerning participant contributions made by our NEOs to the NQDC Plan and other activity related to the NQDC Plan during the fiscal year ended December 31, 2024 (excluding former executives).

  54. Non-Qualified Deferred Compensation

    | Name | Executive contributions in the last FY ($) | Registrant contributions in the last FY ($) | Aggregate earnings in the last FY(1) ($) | Aggregate withdrawals/distributions ($) | Aggregate balance as of December 31, 2024 ($) | | Suzanne Foster | — | — | — | — | — | | Jason Clemens | 25,138 | — | 1,062 | — | 26,200 | | Albert Prast | — | — | — | — | — | | Christine Archbold | — | — | — | — | — | | Toby Scott Barnhart | — | — | — | — | — |

  55. Non-Qualified Deferred Compensation

    (1)Represents earnings on Mr. Clemens' account balance for 2024. This amount is not included in compensation reported in the Summary Compensation Table because the earnings are not preferential or above-market.

  56. Potential Payments Upon Termination or Change in Control

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

  57. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The information in the table below describes and quantifies certain estimated compensation that would have become payable to our NEOs following a change in control of the Company and/or certain terminations of employment of our NEOs assuming that the change in control and/or termination of employment occurred as of December 31, 2024.

  58. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance Payment ($) | Continued Benefits ($) | Value of Accelerated Equity Awards(1) ($) | Total ($) | | Suzanne Foster | | | | | | Termination by the Company without cause | 2,970,000 | 21,188(2) | 2,057,729 | 5,048,917 | | Termination by the Executive for good reason | 2,970,000 | 21,188(2) | 2,057,729 | 5,048,917 | | Termination by the Company without cause in connection with a change in control | 3,960,000 | 21,188(2) | 5,266,950 | 9,248,138 | | Termination upon death or disability | — | — | 5,266,950 | 5,266,950 | | Jason Clemens | | | | | | Termination by the Company without cause | 1,625,000 | 43,244(2) | — | 1,668,244 | | Termination by the Executive for good reason | 1,625,000 | 43,244(2) | — | 1,668,244 | | Termination by the Company without cause in connection with a change in control | 1,625,000 | 43,244(2) | 4,919,774 | 6,588,018 | | Albert Prast | | | | | | Termination by the Company without cause | 1,190,357 | 17,519(2) | 119,000 | 1,326,876 | | Termination by the Executive for good reason | 1,190,357 | 17,519(2) | — | 1,207,876 | | Termination by the Company without cause in connection with a change in control | 1,190,357 | 17,519(2) | 2,176,567 | 3,384,443 | | Termination upon death or disability | 515,357 | — | — | 515,357 | | Christine Archbold | | | | | | Termination by the Company without cause in connection with a change in control | — | — | 695,883 | 695,883 | | Toby Scott Barnhart | | | | | | Termination by the Company without cause | 900,000 | 22,537(2) | 283,667 | 1,206,204 | | Termination by the Executive for good reason | 900,000 | 22,537(2) | 283,667 | 1,206,204 | | Termination by the Company without cause in connection with a change in control | 900,000 | 22,537(2) | 851,012 | 1,773,549 | | Richard Barasch(3) | | | | | | Potential payments upon a change in control | — | — | — | — | | Joshua Parnes(3) | | | | | | Potential payments upon a change in control | — | — | — | — | | Shaw Rietkerk | | | | | | Termination by the Company without cause | 750,000 | — | — | 750,000 | | Termination by the Executive for good reason | 750,000 | — | — | 750,000 | | Termination by the Company without cause in connection with a change in control | 750,000 | — | 1,794,986 | 2,544,986 |

  59. Potential Payments Upon Termination or Change in Control

    (1)For the purposes of calculating the value of accelerated equity awards under the 2019 Stock Incentive Plan in connection with (i) with respect to all NEOs (other than Mr. Barasch and Mr. Parnes), a termination of employment by the Company without cause in connection with a change in control and, in addition, with respect to a termination of Ms. Foster’s employment due to death or disability, and (ii) with respect to Ms. Foster and Mr. Barnhart, a termination by the Company without cause or by the executive for good reason, we have assumed that any equity awards subject to performance-based vesting criteria were assumed or substituted based on performance at 100% of target. (2)The amounts reported in this column for Ms. Foster, Mr. Prast and Mr. Barnhart reflect continued medical benefits for an 18-month period. The amounts reported in this column for Mr. Clemens reflect (i) $18,000 related to continued automobile expense reimbursements for an 18-month period (provided, that such reimbursement benefit was discontinued effective January 1, 2025); and (ii) $25,244 related to continued medical benefits for an 18-month period. (3)No amounts are included for Messrs. Barasch and Parnes as their employment with the Company terminated effective May 19, 2024 and August 31, 2024, respectively. Mr. Barasch did not receive any severance payments and Mr. Parnes’ severance payments and benefits commenced prior to December 31, 2024. We do not have any agreements with either Mr. Barasch or Mr. Parnes providing for additional payments or benefits in the event of a change of control.

  60. Director Compensation

    Director Compensation The following table sets forth the material terms of the compensation received by each of our non-employee directors for the year ended December 31, 2024.

  61. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Richard Barasch(3) | — | — | — | | Dale Wolf | 140,000 | 255,026 | 395,026 | | Terence Connors | 150,000 | 158,791 | 308,791 | | Susan Weaver, M.D. | 123,333 | 158,791 | 282,124 | | Bradley Coppens | 120,000 | 178,034 | 298,034 | | David S. Williams III | 126,667 | 158,791 | 285,458 | | Ted Lundberg | 125,660 | 178,034 | 303,694 | | Greg Belinfanti | 120,000 | 158,791 | 278,791 | | Diana Nole | 25,109 | 123,541 | 148,650 |

  62. Director Compensation

    _____________________ (1)For the year ended December 31, 2024, with the exception of Mr. Barasch and Ms. Nole, each of our non-employee directors received cash payments totaling $100,000 representing their annual retainer fees for their service during 2024. The amount reported for Ms. Nole includes $20,924 representing a pro-rated cash payment for her annual retainer fee for the period she served on the Board during 2024. The amounts reported for each of Dr. Weaver, Mr. Williams, Mr. Connors and Mr. Lundberg include additional cash payments totaling $11,667, $8,333, $40,000 and $1,278, respectively, representing their annual retainer fees for their service as chairs of our compliance committee (Dr. Weaver and Mr. Williams), audit committee (Mr. Connors) and nominating and governance committee (Mr. Lundberg), respectively. The amounts reported for each of Mr. Wolf, Mr. Connors, Dr. Weaver, Mr. Coppens, Mr. Williams, Mr. Lundberg, Mr. Belinfanti and Ms. Nole include additional cash payments totaling $40,000, $10,000, $11,666, $20,000, $18,334, $24,382, $20,000 and $4,185, respectively, representing fees for their service on certain committees. (2)With the exception of Ms. Nole, represents the aggregate grant-date fair value for accounting purposes, in accordance with FASB ASC 718, of (i) 15,629 shares of restricted stock to each of our non-employee directors, and (ii) with respect to Messrs. Wolf, Coppens and Lundberg, an additional 9,472, 1,894 and 1,894, respectively, shares of restricted stock for their service as our Chairman and the chair of our compensation committee and nominating and governance committee, respectively, granted pursuant to the Plan and approved by our compensation committee on June 24, 2024 and will vest 100% on the occurrence of our 2025 annual meeting of stockholders. For Ms. Nole, represents the aggregate grant-date fair value for accounting purposes, in accordance with FASB ASC 718, of 11,699 shares of restricted stock granted pursuant to the Plan and approved by our compensation committee on October 24, 2024 and will vest 100% on the occurrence of our 2025 annual meeting of stockholders. (3)Subsequent to his resignation as Interim CEO, Mr. Barasch received cash fees in respect of his services on the board of directors for the period from May 20, 2024 through June 30, 2024. Those amounts are reported in the Summary Compensation Table along with his compensation as Interim CEO.

  63. Narrative to Director Compensation

    Narrative to Director Compensation In general, during each fiscal year, our non-employee directors are eligible to receive (i) an annual cash retainer of $100,000 and (ii) a grant of shares of restricted stock in the amount of $165,000, determined based on the volume-weighted average price of a share of Common Stock as reported by NASDAQ for the 20 days immediately prior to the annual meeting of stockholders of the Company. Our Chairman and the chairs of certain of our board committees are eligible to receive an additional annual retainer (in cash or as a grant of restricted shares (determined based on the volume-weighted average price of a share of Common Stock as reported by NASDAQ for the 20 days immediately prior to the annual meeting of stockholders of the Company), at the non-employee director’s election) in the following amounts. In addition, members of certain committees are eligible to receive an additional annual cash retainer in the following amounts: •$100,000 for our Chairman; •$40,000 for the chair of our Audit Committee; •$20,000 for each member of the Audit Committee; •$20,000 for the chairs of each of the Compensation Committee and Compliance Committee; and •$10,000 for each member of the Compensation Committee, Nomination and Governance Committee and Compliance Committee. In April 2024, it was discovered that the Company inadvertently overpaid Mr. Coppens a total of $17,500 in fees relating to his service as a member of certain committees over the past few years (including 2023). As a result, the Company reduced amounts otherwise payable to Mr. Coppens in April 2024 by $17,500 to correct the overpayment.

  64. Pay Ratio Disclosure

    Pay Ratio Disclosure The annualized compensation of our Chief Executive Officer in 2024 was approximately 172 times the median pay of our full-time and part-time employees. We identified the median employee by including all W-2 employees as of December 31, 2024 who had received W-2 wages (or W-2 equivalents) during the calendar year. We then used the W-2 data to identify the median employee. We did not make any adjustments to the employee population or pay data in determining the median employee (e.g., no cost-of-living adjustments). For computing the ratio, we calculated such employee’s total annual compensation in the same manner in which we calculate total annual compensation for the CEO in the Summary Compensation Table. The total compensation of the median employee was calculated to be $50,869. Given the CEO transition in 2024, we elected to annualize the compensation for our current CEO Suzanne Foster. Ms. Foster’s total annualized compensation was calculated to be $8,730,506, which equals her compensation as reported in the Summary Compensation Table plus additional amounts that reflect the annualizing of her base salary to $900,000 and her benefits included in the All Other Compensation column to $865. We did not annualize Ms. Foster’s annual bonus or her Sign-On Inducement RSUs as such amounts were not pro-rated to reflect Ms. Foster’s partial year of service during 2024. We also did not annualize the one-time award of the Make-Whole Inducement RSUs. We divided Ms. Foster’s total annualized compensation by the median employee’s total annual compensation. The ratio is $8,730,506 divided by $50,869, or 172 to 1.

  65. Pay Versus Performance

    Pay Versus Performance The following table provides information for the fiscal years 2024, 2023, 2022, 2021, and 2020 with respect to the compensation of our principal executive officers (“PEOs”), which includes both our current and former CEOs, the average compensation of our other NEOs, and the performance measures set forth in the table.

  66. Pay Versus Performance

    | | Principal Executive Officers (“PEOs”)(1) | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) ($MM) | Company Selected Measure: Adj. EBITDA(6) ($MM) | | | Summary Compensation Table Total | | | | Compensation Actually Paid Total(3) | | | | Average Other Non-PEO NEOs(2) | | | | | | | Fiscal Year | Current: Suzanne Foster | Former: Richard Barasch | Former: Stephen Griggs | Former: Luke McGee | Current: Suzanne Foster | Former: Richard Barasch | Former: Stephen Griggs | Former: Luke McGee | Summary Comp Table Total | Comp Actually Paid Total(3) | Company TSR(4) | Peer Group TSR(4) | | | | 2024 | $8,391,752 | $2,074,106 | n/a | n/a | $8,347,867 | $2,060,486 | n/a | n/a | $4,122,211 | $2,675,520 | $87 | $124 | $95 | $689 | | 2023 | n/a | $2,265,183 | $10,437,819 | n/a | n/a | $2,048,248 | $1,893,765 | n/a | $2,440,283 | $(238,940) | $66 | $122 | $(675) | $671 | | 2022 | n/a | n/a | $4,724,344 | n/a | n/a | n/a | $4,296,449 | n/a | $2,823,510 | $1,841,864 | $175 | $117 | $73 | $594 | | 2021 | n/a | n/a | $3,935,883 | $8,061,871 | n/a | n/a | $2,710,254 | $(21,022,257) | $3,348,903 | $(523,574) | $223 | $146 | $158 | $566 | | 2020 | n/a | n/a | n/a | $1,009,533 | n/a | n/a | n/a | $45,324,179 | $1,560,590 | $5,644,394 | $342 | $133 | $(194) | $206 |

  67. Pay Versus Performance

    (1)For 2024, our PEOs included both our current CEO, Ms. Foster, and our former interim CEO, Mr. Barasch. For 2023, our PEOs included both our former interim CEO, Mr. Barasch, and our former CEO, Mr. Griggs. For 2022, our PEO was Mr. Griggs. For 2021, our PEOs included both Mr. Griggs and our former CEO, Mr. McGee. For 2020, our PEO was Mr. McGee. (2)For 2024, our non-PEO NEOs were Messrs. Clemens, Prast, Barnhart, Parnes and Rietkerk, and Ms. Archbold. For 2023, our non-PEO NEOs were Messrs. Parnes, Clemens, Prast and Rietkerk. For 2022, our non-PEO NEOs were Messrs. Parnes, Clemens, Joyce and Prast. For 2021, our non-PEO NEOs were Messrs. Parnes, Clemens, Prast and Bunting. For 2020, our non-PEO NEOs were Messrs. Clemens and Rietkerk. (3)In calculating the “Compensation Actually Paid” (“CAP”) amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions as of the measurement date. Time-vested restricted stock/unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date. Performance-vested restricted stock unit fair values are calculated based on the Monte Carlo valuation model as of the date of grant. Adjustments have been made using performance-vested restricted stock unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte Carlo assumptions. The assumptions used to calculate the fair value for purposes of determining CAP are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes. There are no dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise included in the CAP amounts for the applicable year. (4)The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year are calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the S&P Healthcare Services Select Industry Index, which is included in the Company’s TSR performance graph in this Proxy Statement. (5)Represents the amount of net income (loss), as reported in the Company’s audited GAAP financial statements for all years included in this table. (6)We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to Company performance for fiscal year 2024. Our Compensation Committee determined the 2024 annual bonus outcome for eligible NEOs primarily based on the achievement of this measure. See the section titled "Year in Review and Alignment of Company Performance with Pay" on page 22 of this Proxy Statement for additional information. In the calculation of CAP presented in the table, the following amounts were deducted and added:

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

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

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

    | | | FY2024 | | | FY2023 | | | FY2022 | | FY2021 | | | FY2020 | | | Description of Elements Added / Subtracted to SCT Total to Calculate CAP | | Current PEO Foster | Former PEO Barasch | Average Other NEOs | Current PEO Barasch | Former PEO Griggs | Average Other NEOs | Former PEO Griggs | Average Other NEOs | Former PEO Griggs | Former PEO McGee | Average Other NEOs | Former PEO McGee | Average Other NEOs | | Summary Compensation Table (“SCT”) Total | | $8,391,752 | $2,074,106 | $4,122,211 | $2,265,183 | $10,437,819 | $2,440,283 | $4,724,344 | $2,823,510 | $3,935,883 | $8,061,871 | $3,348,903 | $1,009,533 | $1,560,590 | | - | Pension and equity amounts reported in SCT | $6,592,784 | $474,408 | $2,914,398 | $743,274 | $7,257,900 | $1,372,050 | $3,698,882 | $1,963,262 | $2,795,498 | $5,808,758 | $2,474,283 | $— | $1,068,278 | | + | Fair value of equity compensation granted in current year and outstanding at year end | $6,548,899 | $— | $1,618,903 | $186,726 | $294,606 | $434,705 | $3,950,263 | $2,096,688 | $1,569,869 | $— | $1,646,856 | $— | $2,297,808 | | + | Change in fair value of equity granted in prior years that remains outstanding at current year end; reflects fair value at current year end - fair value at prior year end | $— | $— | $12,040 | $— | $(2,179,990) | $(1,729,450) | $(504,103) | $(357,484) | $— | $— | $(1,549,939) | $29,273,031 | $1,908,284 | | - | Fair value of awards forfeited in current year valued at prior year end | $— | $— | $184,256 | $— | $— | $— | $— | $— | $— | $20,840,650 | $— | $— | $— | | + | Fair value of equity compensation granted and vested in current year | $— | $391,375 | $— | $471,798 | $948,505 | $— | $— | $— | $— | $— | $— | $— | $— | | + | Change in fair value of equity granted in prior years and vested in current year | $— | $69,413 | $21,020 | $(132,185) | $(349,275) | $(12,428) | $(175,173) | $(757,588) | $— | $(2,434,720) | $(1,495,111) | $15,041,615 | $945,990 | | Compensation Actually Paid (“CAP”) | | $8,347,867 | $2,060,486 | $2,675,520 | $2,048,248 | $1,893,765 | $(238,940) | $4,296,449 | $1,841,864 | $2,710,254 | $(21,022,257) | $(523,574) | $45,324,179 | $5,644,394 |

  70. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure The following charts reflect the relationships between (i) CAP to our current and former PEOs, and the average of CAP to our non-PEO NEOs, to (ii) our cumulative TSR and our peer group TSR for the same period, our GAAP Net Income (Loss), and Adjusted EBITDA for the fiscal years 2020, 2021, 2022, 2023, and 2024. Note: For all charts above, PEOs are shown separately for the fiscal years in which the executive served in the PEO role, as follows: 2020 and 2021 for our Former PEO, Mr. McGee (“Former PEO #3”); 2021, 2022, and 2023 for our Former PEO, Mr. Griggs (“Former PEO #2”); 2023 and 2024 for our Former PEO, Mr. Barasch (“Former PEO #1”), and 2024 for our current CEO, Ms. Foster (Current PEO). Compensation data is not shown for fiscal years in which the executives were not employed by the Company.

  71. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following table lists our most important financial performance measures used to link CAP to our NEOs to company performance for fiscal year 2024.