Independent
Tenure on this board
4.7 yrs
9 nominees · 3 ballot items.
1) Elect nine directors to one-year terms; 2) Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026; 3) Advisory (non-binding) approval of the compensation of the company’s named executive officers for fiscal year 2025 (say-on-pay).
Elect nine director nominees (Gregory Belinfanti, Suzanne Foster, Kenneth A. Samet, Dr. Susan Weaver, Brad Coppens, Terence Connors, Ted Lundberg, David Williams III and Dale Wolf) to serve one-year terms until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of KPMG LLP as AdaptHealth’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement for fiscal year 2025.
This management-sponsored, non-binding advisory proposal asks stockholders to approve the disclosed 2025 compensation for AdaptHealth’s named executive officers (NEOs). Management seeks this advisory approval to demonstrate stockholder support for its executive pay framework and to inform future Compensation Committee decisions; the Compensation Committee explicitly states it will consider the vote’s outcome and other stockholder feedback when designing future pay. The company’s compensation program emphasizes pay-for-performance and a high proportion of at-risk compensation (e.g., 50% of long-term equity awards are PSUs tied to relative TSR and annual cash incentives are tied to Net Revenue, Adjusted EBITDA and Free Cash Flow). The CD&A documents adjustments and governance features intended to align pay with stockholder interests, including double-trigger change-in-control protections, stock ownership guidelines, clawback/recovery policy, an independent compensation consultant, and restrictive covenant and retention elements in employment agreements. The proxy highlights that 2025 annual incentive metrics and payouts reflected company performance (Net Revenue ~97% of target, Adjusted EBITDA payout ~58% of target, Free Cash Flow at maximum) producing an overall payout of approximately 116.22% of target, and that historical PSU outcomes have been forfeited when relative TSR performance was below threshold — signaling true downside for equity holders. The board frames the vote as advisory and non-binding but stresses that a strong prior-year approval (94.3% in 2025) validated its approach; it therefore asks for a FOR vote while committing to consider dissenting views and engagement feedback. From a governance perspective, investors should view this as a routine say-on-pay vote that provides a diagnostic of investor alignment with the company’s compensation philosophy and the Compensation Committee’s execution, rather than creating immediate contractual change. Given the program’s heavy performance orientation and the board’s stated responsiveness to shareholder feedback, the recommendation to vote FOR is grounded in alignment between pay design and stated strategic financial objectives, but investors will weigh the specifics of metric choices, adjustment practices (e.g., litigation settlement adjustment to Adjusted EBITDA), equity mix, and historical realized outcomes when evaluating whether the program appropriately balances risk, retention and shareholder alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | OEP CAPITAL ADVISORS, L.P. | 12.0% | 16,312,698 | $194M |
| 2 | DEERFIELD MANAGEMENT COMPANY, L.P. | 8.4% | 11,477,730 | $137M |
| 3 | BlackRock, Inc. | 8.2% | 11,123,501 | $132M |
| 4 | REINHART PARTNERS, LLC. | 7.4% | 10,081,983 | $120M |
| 5 | SkyKnight Capital, L.P. | 6.3% | 8,580,443 | $102M |
| 6 | FMR LLC | 5.8% | 7,953,182 | $95M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 4.9% | 6,645,672 | $79M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 6,105,860 | $73M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 4,498,018 | $54M |
| 10 | STATE STREET CORP | 3.2% | 4,299,148 | $51M |
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