| | | | | 2 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 10 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 37 | | | |
| | | | | 39 | | | |
| | | | | 41 | | | |
| | | | | 42 | | | |
| | | | | 73 | | | |
| | | | | 73 | | | |
| | | | | 77 | | | |
| | | | | 77 | | | |
| | | | | 77 | | | |
| | | | | 77 | | | |
| | | | | 78 | | | |
| | | | | 78 | | |
|
Why did I receive these materials?
|
| | We have sent you these proxy materials because the board of directors (the “board of directors” or the “Board”) of AdaptHealth Corp. (the “Company”) is soliciting your proxy to vote at our Annual Meeting of Stockholders on June 20, 2024 (the “Annual Meeting”). These proxy materials contain information about the items being voted on at the Annual Meeting and information about us. | |
|
How can I attend and participate in the Annual Meeting?
|
| | The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/AHCO2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction card. The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time on June 20, 2024. We encourage you to access the virtual meeting website prior to the start time. | |
|
What if I have technical difficulties or trouble accessing the virtual meeting website?
|
| | Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website login page. | |
|
Who is entitled to vote?
|
| | The record date for the Annual Meeting is April 24, 2024. This means that holders of our Common Stock on such date are entitled to vote at the Annual Meeting. As of April 24, 2024, there were shares of our common stock (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting. | |
|
How many votes do I have?
|
| | Each share of our Common Stock is entitled to one vote on each matter properly submitted for stockholder action at the Annual Meeting. | |
|
What am I voting on?
|
| |
You will be voting on the following:
•
To approve an amendment and restatement of our Third Amended and Restated Certificate of Incorporation (the “Current Certificate”) to declassify our board of directors;
•
To elect four directors to serve for a one-year term if Proposal 1 is approved by our stockholders, or for a three-year term as Class II directors if Proposal 1 is not approved by our stockholders;
•
To approve an amendment and restatement of the Current Certificate to reflect new Delaware law provisions regarding officer exculpation;
•
To approve the amendment and restatement of the Company’s 2019 Stock Incentive Plan;
•
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
•
To approve, in a non-binding advisory vote, the compensation of our named executive officers as described in this proxy statement (“say-on-pay”).
|
|
|
How do I vote?
|
| |
You may vote in the following ways:
•
At the Annual Meeting: You may vote your shares electronically at the Annual Meeting by using the control number on your Notice, proxy card, or voting instruction form and following the instructions at www.virtualshareholdermeeting.com/AHCO2024. If you have already voted previously by telephone or Internet, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote.
•
By Telephone or Internet: If you hold your shares in street name or in an account at a brokerage firm or bank, you may be able to vote your shares by telephone or over the Internet. Please follow the instructions on your proxy or voting instruction card.
•
By Mail: You may vote by marking, dating and signing your proxy card and promptly returning it by mail in the enclosed envelope.
|
|
|
What if I return my proxy or voting instruction card but do not mark it to show how I am voting?
|
| | Your shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. If no direction is indicated, your shares will be voted “FOR” the election of the Class II nominees and “FOR” Proposals 1, 3, 4, 5 and 6. | |
|
How do I change or revoke my proxy?
|
| | Any person signing a proxy in the form accompanying this proxy statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), or by attendance at the Annual Meeting and voting electronically. | |
| What does it mean if I receive more than one proxy or voting instruction card? | | |
It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your shares.
|
|
|
What constitutes a quorum?
|
| | Any number of stockholders, together holding at least a majority in voting power of the capital stock of the Company issued and outstanding and generally entitled to vote in the election of directors, present or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business. Abstentions and “broker non-votes” are counted as shares “present” at the meeting for purposes of determining whether a quorum exists. A “broker non-vote” occurs when shares held of record by a bank, broker or other holder of record for a beneficial owner are deemed present at the meeting for purposes of a quorum but are not voted on a particular proposal because that record holder does not have discretionary voting power for that particular matter under the applicable rules of the Nasdaq Stock Market and has not received voting instructions from the beneficial owner. | |
|
What vote is required in order to approve Proposals 1, 2, 3, 4, 5 and 6?
|
| |
Proposals 1 and 3 (Amendment and Restatement of Current Certificate): This proposal requires the affirmative vote of holders of at least the majority of the outstanding shares of our Common Stock. Abstentions and broker non-votes will have the effect of votes against the proposal.
Proposal 2 (Election of Directors): The four nominees named in this proxy statement who have been nominated by the board of directors to continue to serve as directors will be elected by plurality vote. This means
|
|
| | | | that the four nominees with the most votes cast in their favor will be elected to the directorships. Votes withheld from one or more director nominees will have no effect on the election of any director from whom votes are withheld. If you do not want to vote your shares for a nominee, you may indicate that in the space provided on the proxy card or the voting instruction card or withhold authority as prompted during telephone or Internet voting. In the unanticipated event that a director nominee is unable or for good cause will not serve, the proxy will be voted for such other person as shall be designated by the board of directors to replace the nominee, or in lieu thereof, the board may reduce the number of directors. | |
| | | |
Proposal 4 (Amendment and Restatement of the 2019 Stock Incentive Plan): This proposal requires the affirmative vote of a majority of the votes cast by the holders of our outstanding Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal 4. Abstentions and broker non-votes will have no effect on the outcome of the proposal.
Proposal 5 (Ratification of Appointment of KPMG LLP): This proposal requires the affirmative vote of a majority of the votes cast by the holders of our outstanding Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal 5. Abstentions and broker non-votes will have no effect on the outcome of the proposal.
|
|
| | | | Proposal 6 (Say-on-Pay): Please note that the “say-on-pay” vote is only advisory in nature and has no binding effect on us or our board of directors. Our board of directors will consider Proposal 6 approved if the votes cast in favor of such proposal exceed the votes cast against such proposal. | |
|
May my broker vote my shares?
|
| | Brokers may no longer use discretionary authority to vote shares on the election of directors or non-routine matters if they have not received instructions from their clients. It is important, therefore, that you cast your vote if you want it to count in the approval of the amendment and restatement of the Current Certificate (Proposals 1 and 3), the election of directors (Proposal 2), the approval of the amendment and restatement of the 2019 Stock Incentive Plan (Proposal 4) and Say-on-Pay (Proposal 6). Your broker has the authority to exercise discretion with respect to ratification of appointment of KPMG LLP (Proposal 5) if it has not received your instructions for that proposal because that matter is treated as routine under applicable rules. | |
|
How will voting on any other business be conducted?
|
| | We do not know of any business or proposals to be considered at the Annual Meeting other than those set forth in this proxy statement. If any other business is properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on the matter in their sole discretion. In accordance with our bylaws, no business (other than the election of the four nominees, Proposal 1, Proposal 3, Proposal 4, Proposal 5 or Proposal 6) may be brought before the Annual Meeting, or any adjournment or postponement thereof, unless such business is brought by or at the direction of the board of directors or a committee of the board of directors. | |
|
Who will count the votes?
|
| | Broadridge Financial Solutions, Inc. will act as the inspector of elections and will tabulate the votes. | |
Name
|
| |
Age
|
| |
Position
|
|
Terence Connors | | |
69
|
| | Director | |
Ted Lundberg | | |
49
|
| | Director | |
Joshua Parnes | | |
46
|
| | President, Director | |
David Williams III | | |
51
|
| | Director | |
Name
|
| |
Age
|
| |
Position
|
|
Brad Coppens | | |
42
|
| | Director | |
Dr. Susan Weaver | | |
63
|
| | Director | |
Dale Wolf | | |
70
|
| | Director | |
Name
|
| |
Age
|
| |
Position
|
|
Richard Barasch | | |
70
|
| |
Chairman of the Board and Interim Chief Executive Officer
|
|
Gregory Belinfanti | | |
49
|
| | Director | |
| | |
Overhang
|
| |||
(a)
Share pool increase subject to stockholder approval
|
| | | | 8,350,000 | | |
(b)
Shares underlying awards(1)
|
| | | | 5,499,659 | | |
(c)
Shares currently available for future issuances
|
| | | | 235,076 | | |
(d)
Total shares requested, underlying or available for awards (a+b+c)
|
| | | | 14,084,735 | | |
(e)
Total shares of common stock outstanding
|
| | | | 133,194,999 | | |
(f)
Fully diluted overhang (d/(d+e))
|
| | | | 9.6% | | |
| | |
A&R 2019 Plan(1)
|
|
Total Shares underlying outstanding stock options
|
| | 2,497,612 | |
Weighted average exercise price of outstanding stock options
|
| | $13.24 | |
Weighted average remaining contractual life of outstanding stock options
|
| | 5.0 years | |
Total Shares subject to outstanding, unvested full-value awards(2)
|
| | 3,002,047 | |
Total Shares currently available for grant
|
| | 235,076 | |
Name and Principal Position
|
| |
Target Dollar
Value of Contingent Awards ($) |
| |
Number of Contingent
Performance-Vested Restricted Stock Units (#)(1) |
| ||||||
Richard Barasch (Interim Chief Executive Officer)
|
| | | | — | | | | | | — | | |
Jason Clemens (Chief Financial Officer)
|
| | | $ | 585,000 | | | | | | 83,467 | | |
Joshua Parnes (President)
|
| | | $ | 975,000 | | | | | | 139,112 | | |
Shaw Rietkerk (Chief Operating Officer)
|
| | | $ | 300,000 | | | | | | 42,803 | | |
Albert Prast (Chief Technology Officer)
|
| | | $ | 300,000 | | | | | | 42,803 | | |
Current Executive Officers as a Group(2)
|
| | |
$
|
2,520,000
|
| | | | | 359,549 | | |
Non-Executive Director Group
|
| | | | — | | | | | | — | | |
Non-Executive Officer Employee Group(3)
|
| | | $ | 918,000 | | | | | | 130,981 | | |
Total | | | | $ | 3,438,000 | | | | | | 490,530 | | |
Plan category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average
exercise price of outstanding options, warrants and rights |
| |
Securities
remaining available for future issuance under equity compensation plans(1) |
| |||||||||
Equity compensation plans approved by security holders | | | | | | | | | | | | | | | | | | | |
A&R 2019 Stock Incentive Plan(2)
|
| | | | 4,364,609 | | | | | $ | 14.90 | | | | | | 1,627,580 | | |
2019 Employee Stock Purchase Plan
|
| | | | — | | | | | | — | | | | | | 744,855 | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 4,364,609 | | | | | $ | 14.90 | | | | | | 2,372,435 | | |
Type of Fees
|
| |
Fiscal 2023
|
| |
Fiscal 2022
|
| ||||||
Audit Fees
|
| | | $ | 5,415,883 | | | | | $ | 5,201,363 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | 1,301,287 | | | | | | 1,576,204 | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 6,717,170 | | | | | $ | 6,777,567 | | |
Board Diversity Matrix (as of , 2024)
|
| ||||||||||||||||||||||||
Total Number of Directors
|
| |
9
|
| |||||||||||||||||||||
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not
Disclose Gender |
| ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 1 | | | | | | 7 | | | | | | — | | | | | | 1 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black
|
| | | | — | | | | | | 2 | | | | | | — | | | | | | — | | |
Alaskan Native or Native American
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asian
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hispanic or Latinx
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Native Hawaiian or Pacific Islander
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
White
|
| | | | 1 | | | | | | 5 | | | | | | — | | | | | | — | | |
Two or More Races or Ethnicities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LGBTQ+
|
| |
—
|
| |||||||||||||||||||||
Did Not Disclose Demographic Background
|
| |
1
|
|
Name
|
| |
Age
|
| |
Position
|
|
Christine Archbold | | |
50
|
| | Chief Accounting Officer | |
Richard Barasch | | |
70
|
| | Interim Chief Executive Officer and Chairman of the Board | |
Jonathan Bush | | |
55
|
| | General Counsel | |
Jason Clemens | | |
46
|
| | Chief Financial Officer | |
Joshua Parnes | | |
46
|
| | President, Director | |
Albert Prast | | |
63
|
| | Chief Technology Officer | |
Shaw Rietkerk | | |
49
|
| | Chief Operating Officer | |
| | |
Years Ending
|
| |||||||||||||||||||||||||||
Company/Index
|
| |
12/31/2019
|
| |
12/31/2020
|
| |
12/31/2021
|
| |
12/30/2022
|
| |
12/29/2023
|
| |||||||||||||||
AdaptHealth Corp.
|
| | | $ | 100.00 | | | | | $ | 342.08 | | | | | $ | 222.77 | | | | | $ | 175.05 | | | | | $ | 66.39 | | |
S&P Health Care Services Select Industry Index
|
| | | $ | 100.00 | | | | | $ | 133.00 | | | | | $ | 145.57 | | | | | $ | 116.36 | | | | | $ | 121.70 | | |
S&P 600 Index
|
| | | $ | 100.00 | | | | | $ | 109.57 | | | | | $ | 137.26 | | | | | $ | 113.35 | | | | | $ | 129.09 | | |
| | | | | 43 | | | |
| | | | | 43 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 49 | | | |
| | | | | 49 | | | |
| | | | | 49 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | | | 51 | | | |
| | | | | 51 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 55 | | | |
| | | | | 55 | | |
Principle
|
| |
How we achieve this
|
|
Link pay with performance | | |
✓
Deliver the majority of an NEO’s pay in the form of at-risk, variable compensation
✓
Provide incentive opportunities that can be earned based on robust, simple, transparent, and holistic measures of enterprise-wide performance (currently Adjusted EBITDA, Free Cash Flow, Compliance, and Relative TSR)
|
|
Provide an appropriate mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment(1) | | |
✓
Deliver the majority of pay as at-risk and results-driven,(2) accounting for an average of 81% for our NEOs, excluding Mr. Barasch.
✓
Deliver at least 50% of each NEO’s compensation in performance-based pay, defined as annual bonus and PSUs
✓
Use a combination of PSUs and RSUs to balance performance-based pay and retention objectives, while collectively aligning with stockholders’ interests
|
|
Set competitive pay levels to effectively attract and retain key talent | | |
✓
Use an appropriate peer group to provide external context that informs pay decisions
✓
Reference the market 50th percentile when setting total direct compensation opportunities (the sum of base salary, target bonus and annual equity awards), with positioning against market informed by a range of factors consistent with the Company’s compensation philosophy(3)
|
|
Performance metric
|
| |
How this aligns with our strategic priorities
|
|
Adjusted EBITDA(1) | | |
✓
Measures our ability to grow profitability
✓
Incentivizes top line growth, prudent investment and cost management that translates to bottom-line value creation for our stockholders
|
|
Free Cash Flow(1) | | |
✓
Measures our ability to manage cash from operations after covering purchases of equipment and other fixed assets
✓
Incentivizes prudent capital allocation and cash management that translates to value creation for our stockholders and our ability to manage debt obligations
|
|
Compliance | | |
✓
Reflects the importance of operating responsibly, and compliance with the guidelines set forth by the U.S. Department of Health and Human Services
|
|
Individual performance | | |
✓
Measures the impact of individual achievements across areas of strategic significance
✓
Aligns outcomes with achievements in areas that contribute to overall company performance
|
|
Relative TSR | | |
✓
Aligns with stockholders’ interests
✓
Assesses holistic company performance across all strategic priorities through the eyes of stockholders
✓
Neutralizes impact of macroeconomic events and therefore measures our ability to create superior long-term value relative to peers
|
|
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
|
|
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
|
|
|
2024 Peer Group(1)
|
|
|
Former Peers (2023 only)
|
| |
Consistent Peers (2023 and 2024)
|
| |
New Peers (2024 only)
|
| |||
|
•
Amedisys, Inc.
•
Henry Schein, Inc.
•
The Pennant Group, Inc.
|
| |
•
Addus HomeCare Corporation
•
Agiliti, Inc.
•
AMN Healthcare Services, Inc.
•
Chemed Corporation
•
Encompass Health Corporation
•
The Ensign Group, Inc.
|
| |
•
ModivCare Inc.
•
Option Care Health, Inc.
•
Owens & Minor, Inc.
•
Patterson Companies, Inc.
•
RadNet, Inc.
•
Select Medical Holdings Corporation
|
| |
•
Alignment Healthcare, Inc.
•
DENTSPLY SIRONA Inc.
•
Embecta Corp.
•
Pediatrix Medical Group, Inc.
|
|
|
2023 Peer Group(2)
|
| | |
|
Required Ownership
|
| |
•
CEO and President: 6x base salary
•
Other NEOs: 3x base salary
|
|
|
Period to Comply
|
| |
•
Five years from becoming a covered person under the policy
|
|
|
Qualifying Equity Interests
|
| |
•
Stock owned by the officer, or in which the officer has an interest (e.g., shares that are jointly held with their spouse, or shares held in a trust in which the officer or a family member has an interest)
•
Unvested time-based restricted stock or RSUs
|
|
|
Retention Requirement
|
| |
•
Retention of 50% of the after-tax shares on vesting of any company-issued equity awards, if the applicable guideline is not met within five years
|
|
Executive
|
| |
2023 Base Salary
|
| |||
Jason Clemens
|
| | | $ | 520,000 | | |
Joshua Parnes
|
| | | $ | 625,000 | | |
Albert Prast
|
| | | $ | 450,000 | | |
Shaw Rietkerk(1)
|
| | | $ | 400,000 | | |
Stephen Griggs(2)
|
| | | $ | 625,000 | | |
Metric and Associated Weighting
|
| |
Joshua Parnes
|
| |
Other Eligible NEOs
|
| ||||||
FY2023 Adjusted EBITDA
|
| | | | 75% | | | | | | 50% | | |
FY2023 Free Cash Flow
|
| | | | 20% | | | | | | 20% | | |
FY2023 Compliance Assessment
|
| | | | 5% | | | | | | 5% | | |
Individual Performance
|
| | | | — | | | | | | 25% | | |
| | |
Below Threshold
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
| |
Payout
|
|
Adjusted EBITDA
|
| |
< $621M
|
| |
$621M
|
| |
$690M
|
| |
$759M
|
| |
$670.8M
|
| |
86%
|
|
Free Cash Flow
|
| |
< $89.6M
|
| |
$89.6M
|
| |
$112.0M
|
| |
$134.4M
|
| |
$143.2M
|
| |
200%
|
|
Payout (% of target)(1)
|
| |
0%
|
| |
50%
|
| |
100%
|
| |
200%
|
| |
(2)
|
| |
(2)
|
|
Executive
|
| |
Target Bonus
(% of salary) |
| |
Target Bonus
|
| |
Company
Performance Achievement |
| |
Individual
Performance Achievement |
| |
2023 Actual
Bonus |
| |||||||||||||||
Jason Clemens
|
| | | | 100% | | | | | $ | 520,000 | | | | | | 117.4% | | | | | | 100% | | | | | $ | 587,808 | | |
Joshua Parnes
|
| | | | 100% | | | | | $ | 625,000 | | | | | | 109.6% | | | | | | — | | | | | $ | 684,750 | | |
Albert Prast
|
| | | | 100% | | | | | $ | 450,000 | | | | | | 117.4% | | | | | | 100% | | | | | $ | 508,680 | | |
Shaw Rietkerk
|
| | | | 100% | | | | | $ | 400,000 | | | | | | 117.4% | | | | | | 100% | | | | | $ | 452,160 | | |
Stephen Griggs(1)
|
| | | | 100% | | | | | $ | 308,219 | | | | | | 117.4% | | | | | | 100% | | | | | $ | 348,411 | | |
| | |
Below Threshold
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
|
Relative TSR rank
|
| |
<25th Percentile
|
| |
25th Percentile
|
| |
50th Percentile
|
| |
≥75th Percentile
|
|
Payout (% target)(1)
|
| |
0%
|
| |
50%
|
| |
100%
|
| |
200%
|
|
| | | | | | | | |
Equity Mix
|
| |||||||||
Executive
|
| |
Target Equity Value
|
| |
PSUs
|
| |
RSUs
|
| |||||||||
Jason Clemens
|
| | | $ | 1,500,000 | | | | | | 50% | | | | | | 50% | | |
Joshua Parnes
|
| | | $ | 3,250,000 | | | | | | 50% | | | | | | 50% | | |
Albert Prast
|
| | | $ | 1,000,000 | | | | | | 50% | | | | | | 50% | | |
Shaw Rietkerk
|
| | | $ | 800,000 | | | | | | 50% | | | | | | 50% | | |
Stephen Griggs
|
| | | $ | 3,250,000 | | | | | | 50% | | | | | | 50% | | |
Benefit
|
| |
Key Features
|
|
Health & Welfare Plans | | |
✓
Medical, dental, vision, life, disability, health and dependent care flexible spending accounts
✓
Accidental death and dismemberment benefit plans
|
|
Retirement Benefits | | |
✓
Employer sponsored 401(k) plan through one of our subsidiaries
✓
Company match is 100% on the first 1% of an employee’s contribution, and 50% on the next 2% with maximum employee contributions and employer matches subject to annual federal limits
✓
Employees are 100% vested on pre-tax deferrals when contributed and participants age 50 or older may contribute additional catch-up contributions based on statutory limits
|
|
Non-qualified Deferred Compensation Plan | | |
✓
This new plan became effective January 1, 2024
✓
Deferrals and distributions are made in accordance with the terms of the plan and Section 409A
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
($) |
| |
Bonus
($) |
| |
Stock
Awards(2) ($) |
| |
Option
Awards ($) |
| |
Non-equity
Incentive Plan Compensation(3) ($) |
| |
All Other
Compensation(4)(5) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Richard Barasch(6)
Interim Chief Executive Officer
|
| | | | 2023 | | | | | | 1,491,477 | | | | | | — | | | | | | 743,274 | | | | | | — | | | | | | — | | | | | | 30,432 | | | | | | 2,265,183 | | |
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Jason Clemens
Chief Financial Officer
|
| | | | 2023 | | | | | | 520,000 | | | | | | — | | | | | | 1,256,827 | | | | | | — | | | | | | 587,808 | | | | | | 18,780 | | | | | | 2,383,415 | | |
| | | 2022 | | | | | | 520,000 | | | | | | — | | | | | | 1,707,204 | | | | | | — | | | | | | 331,916 | | | | | | 18,280 | | | | | | 2,577,400 | | | ||
| | | 2021 | | | | | | 446,111 | | | | | | — | | | | | | 1,872,734 | | | | | | — | | | | | | 483,250 | | | | | | 18,612 | | | | | | 2,820,707 | | | ||
Joshua Parnes
President
|
| | | | 2023 | | | | | | 625,000 | | | | | | — | | | | | | 2,723,154 | | | | | | — | | | | | | 684,750 | | | | | | 18,180 | | | | | | 4,051,084 | | |
| | | 2022 | | | | | | 625,000 | | | | | | — | | | | | | 3,698,882 | | | | | | — | | | | | | 398,938 | | | | | | 18,120 | | | | | | 4,740,940 | | | ||
| | | 2021 | | | | | | 527,778 | | | | | | — | | | | | | 496,036 | | | | | | 2,299,462 | | | | | | 650,000 | | | | | | 4,654 | | | | | | 3,977,930 | | | ||
Albert Prast
Chief Technology Officer
|
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 837,896 | | | | | | — | | | | | | 508,680 | | | | | | 792 | | | | | | 1,797,368 | | |
| | | 2022 | | | | | | 450,000 | | | | | | — | | | | | | 1,138,121 | | | | | | — | | | | | | 287,235 | | | | | | 792 | | | | | | 1,876,148 | | | ||
| | | 2021 | | | | | | 380,769 | | | | | | — | | | | | | 2,727,129 | | | | | | — | | | | | | 375,750 | | | | | | — | | | | | | 3,483,648 | | | ||
Shaw Rietkerk(6)
Chief Operating Officer
|
| | | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | 670,324 | | | | | | — | | | | | | 452,160 | | | | | | 6,780 | | | | | | 1,529,264 | | |
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Stephen Griggs
Former Chief Executive Officer
|
| | | | 2023 | | | | | | 324,519 | | | | | | — | | | | | | 7,257,900 | | | | | | — | | | | | | 348,411 | | | | | | 2,506,989 | | | | | | 10,437,819 | | |
| | | 2022 | | | | | | 625,000 | | | | | | — | | | | | | 3,698,882 | | | | | | — | | | | | | 398,938 | | | | | | 1,524 | | | | | | 4,724,344 | | | ||
| | | 2021 | | | | | | 490,385 | | | | | | — | | | | | | 496,036 | | | | | | 2,299,462 | | | | | | 650,000 | | | | | | — | | | | | | 3,935,883 | | |
| | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
Price of Option Awards ($/sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(4) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date(1)
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#)(2) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||
Richard Barasch
|
| |
June 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,614 | | | | | | — | | | | | | — | | | | | | 253,066 | | |
|
June 26, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,143 | | | | | | — | | | | | | — | | | | | | 161,658 | | | ||
|
August 29, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,698 | | | | | | — | | | | | | — | | | | | | 164,650 | | | ||
|
November 1, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,891 | | | | | | — | | | | | | — | | | | | | 163,900 | | | ||
Jason Clemens
|
| |
March 8, 2023
|
| | | | 260,000 | | | | | | 520,000 | | | | | | 1,040,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,985 | | | | | | 35,971 | | | | | | 71,942 | | | | | | — | | | | | | — | | | | | | — | | | | | | 719,420 | | | ||
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,971 | | | | | | — | | | | | | — | | | | | | 537,407 | | | ||
Joshua Parnes
|
| |
March 8, 2023
|
| | | | 312,500 | | | | | | 625,000 | | | | | | 1,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 38,969 | | | | | | 77,938 | | | | | | 155,876 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,558,760 | | | ||
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,938 | | | | | | — | | | | | | — | | | | | | 1,164,394 | | | ||
Albert Prast
|
| |
March 8, 2023
|
| | | | 225,000 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,990 | | | | | | 23,981 | | | | | | 47,962 | | | | | | — | | | | | | — | | | | | | — | | | | | | 479,620 | | | ||
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,981 | | | | | | — | | | | | | — | | | | | | 358,276 | | | ||
Shaw Rietkerk
|
| |
March 8, 2023
|
| | | | 200,000 | | | | | | 400,000 | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,592 | | | | | | 19,185 | | | | | | 38,370 | | | | | | — | | | | | | — | | | | | | — | | | | | | 383,700 | | | ||
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,185 | | | | | | — | | | | | | — | | | | | | 286,624 | | | ||
Stephen Griggs
|
| |
March 8, 2023
|
| | | | 312,500 | | | | | | 625,000 | | | | | | 1,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 38,969 | | | | | | 77,938 | | | | | | 155,876 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,558,760 | | | ||
|
March 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,938 | | | | | | — | | | | | | — | | | | | | 1,164,394 | | | ||
|
May 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 132,350 | | | | | | — | | | | | | — | | | | | | 1,610,699 | | | ||
|
May 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 40,809 | | | | | | 81,617 | | | | | | 163,234 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,369,913 | | | ||
|
May 8, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 38,969 | | | | | | 77,938 | | | | | | 155,876 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,554,134 | | |
| | | | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of Securities
Underlying Unexercised Options (#) Exercisable |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of Shares
or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(12) |
| |||||||||||||||
Richard Barasch
|
| |
June 22, 2023(1)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 25,614 | | | | | | 186,726 | | |
Jason Clemens
|
| |
January 28, 2021(2)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 6,931 | | | | | | 50,527 | | |
|
May 20, 2021(3)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 2,168 | | | | | | 15,805 | | | ||
|
October 11, 2021(4)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 13,453 | | | | | | 98,072 | | | ||
|
February 1, 2022(5)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 25,114 | | | | | | 183,081 | | | ||
|
February 1, 2022(6)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 37,670 | | | | | | 274,614 | | | ||
|
March 8, 2023(7)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 35,971 | | | | | | 262,229 | | | ||
|
March 8, 2023(8)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 35,971 | | | | | | 262,229 | | | ||
Joshua Parnes
|
| |
November 21, 2019
|
| | | | 833,334 | | | | | | — | | | | | | 11.50 | | | |
November 21, 2029
|
| | | | — | | | | | | — | | |
|
January 28, 2021(9)
|
| | | | 44,400 | | | | | | 22,200 | | | | | | 42.61 | | | |
January 28, 2026
|
| | | | — | | | | | | — | | | ||
|
January 28, 2021(9)
|
| | | | 51,800 | | | | | | 25,900 | | | | | | 48.17 | | | |
January 28, 2026
|
| | | | — | | | | | | — | | | ||
|
January 28, 2021(9)
|
| | | | 60,060 | | | | | | 30,030 | | | | | | 53.72 | | | |
January 28, 2026
|
| | | | — | | | | | | — | | | ||
|
May 20, 2021(3)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 2,550 | | | | | | 18,590 | | | ||
|
October 11, 2021(4)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 4,420 | | | | | | 32,222 | | | ||
|
February 1, 2022(5)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 54,412 | | | | | | 396,663 | | | ||
|
February 1, 2022(6)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 81,617 | | | | | | 594,988 | | | ||
|
March 8, 2023(7)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 77,938 | | | | | | 568,168 | | | ||
|
March 8, 2023(8)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 77,938 | | | | | | 568,168 | | | ||
Albert Prast
|
| |
January 28, 2021(5)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 25,000 | | | | | | 182,250 | | |
|
January 28, 2021(2)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 3,577 | | | | | | 26,076 | | | ||
|
February 1, 2021(10)
|
| | | | 135,443 | | | | | | — | | | | | | 2.69 | | | |
April 20, 2024
|
| | | | — | | | | | | — | | | ||
|
February 1, 2021(10)
|
| | | | 180,021 | | | | | | — | | | | | | 8.50 | | | |
March 1, 2030
|
| | | | — | | | | | | — | | | ||
|
February 1, 2021(10)
|
| | | | 89,451 | | | | | | — | | | | | | 4.38 | | | |
August 1, 2026
|
| | | | — | | | | | | — | | | ||
|
May 20, 2021(3)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 1,913 | | | | | | 13,946 | | | ||
|
October 11, 2021(4)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 2,122 | | | | | | 15,469 | | | ||
|
February 1, 2022(5)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 16,742 | | | | | | 122,049 | | | ||
|
February 1, 2022(6)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 25,113 | | | | | | 183,074 | | | ||
|
March 8, 2023(7)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 23,981 | | | | | | 174,821 | | | ||
|
March 8, 2023(8)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 23,981 | | | | | | 174,821 | | | ||
Shaw Rietkerk
|
| |
November 21, 2019
|
| | | | 208,333 | | | | | | — | | | | | | 11.50 | | | |
November 21, 2029
|
| | | | — | | | | | | — | | |
|
March 3, 2020(11)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 15,734 | | | | | | 114,701 | | | ||
|
January 28, 2021(2)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 2,907 | | | | | | 21,192 | | | ||
|
May 20, 2021(3)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 1,658 | | | | | | 12,087 | | | ||
|
October 11, 2021(4)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 319 | | | | | | 2,326 | | | ||
|
February 1, 2022(5)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 6,948 | | | | | | 50,651 | | | ||
|
February 1, 2022(6)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 10,422 | | | | | | 75,976 | | | ||
|
March 8, 2023(7)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 19,185 | | | | | | 139,859 | | | ||
|
March 8, 2023(8)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 19,185 | | | | | | 139,859 | | | ||
Stephen Griggs
|
| |
February 1, 2022(6)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 81,617 | | | | | | 594,988 | | |
|
March 8, 2023(8)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 77,938 | | | | | | 568,168 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
Richard Barasch(1)
|
| | | | — | | | | | | — | | | | | | 68,702 | | | | | | 626,649 | | |
Jason Clemens(2)
|
| | | | — | | | | | | — | | | | | | 54,913 | | | | | | 792,223 | | |
Joshua Parnes(3)
|
| | | | — | | | | | | — | | | | | | 34,174 | | | | | | 655,715 | | |
Albert Prast(4)
|
| | | | 200,000 | | | | | | 2,297,560 | | | | | | 28,482 | | | | | | 561,972 | | |
Shaw Rietkerk(5)
|
| | | | — | | | | | | — | | | | | | 24,090 | | | | | | 397,439 | | |
Stephen Griggs(6)
|
| | | | 1,341,770 | | | | | | 4,393,180 | | | | | | 164,655 | | | | | | 2,371,721 | | |
Name
|
| |
Cash
Severance Payment ($) |
| |
Continued
Benefits ($) |
| |
Value of
Accelerated Equity Awards(2) ($) |
| |
Total
($) |
| ||||||||||||
Richard Barasch(1)
|
| | | | — | | | | | | — | | | | | | 186,726 | | | | | | 186,726 | | |
Termination by the Company without cause in connection with a change in control(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Jason Clemens | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination by the Company without cause
|
| | | | 1,040,000 | | | | | | 26,646(3) | | | | | | 164,404 | | | | | | 1,231,050 | | |
Termination by the Executive for good reason
|
| | | | 1,040,000 | | | | | | 26,646(3) | | | | | | — | | | | | | 1,066,646 | | |
Termination by the Company without cause in connection with a change in control
|
| | | | 1,040,000 | | | | | | 26,646(3) | | | | | | 1,146,557 | | | | | | 2,213,203 | | |
Joshua Parnes | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination by the Company without cause
|
| | | | 2,500,000 | | | | | | — | | | | | | 50,811 | | | | | | 2,550,811 | | |
Termination by the Executive for good reason
|
| | | | 2,500,000 | | | | | | — | | | | | | — | | | | | | 2,500,000 | | |
Termination by the Company without cause in connection with a change in control
|
| | | | 2,500,000 | | | | | | — | | | | | | 2,178,799 | | | | | | 4,678,799 | | |
Albert Prast | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination by the Company without cause
|
| | | | 705,205 | | | | | | 7,613 | | | | | | 237,741 | | | | | | 950,559 | | |
Termination by the Executive for good reason
|
| | | | 705,205 | | | | | | 7,613 | | | | | | — | | | | | | 712,818 | | |
Termination by the Company without cause in connection with a change in control
|
| | | | 705,205 | | | | | | 7,613 | | | | | | 892,507 | | | | | | 1,605,325 | | |
Shaw Rietkerk | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination by the Company without cause
|
| | | | 400,000 | | | | | | — | | | | | | 150,305 | | | | | | 550,305 | | |
Termination by the Company without cause in connection with a change in control
|
| | | | 400,000 | | | | | | — | | | | | | 556,650 | | | | | | 956,650 | | |
Stephen Griggs(4) | | | | | | | | | | | | | | | | | | | | | | | | | |
Potential payments upon a change in control
|
| | | | — | | | | | | — | | | | | | 1,163,156 | | | | | | 1,163,156 | | |
Name
|
| |
Fees Earned or
Paid in Cash ($)(1) |
| |
Stock Awards
($)(2) |
| |
Total
($) |
| |||||||||
Richard Barasch(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Terence Connors
|
| | | | 150,000 | | | | | | 157,576 | | | | | | 307,576 | | |
Susan Weaver, M.D.
|
| | | | 130,000 | | | | | | 157,576 | | | | | | 287,576 | | |
Bradley Coppens
|
| | | | 130,000 | | | | | | 176,674 | | | | | | 306,674 | | |
Dale Wolf
|
| | | | 140,000 | | | | | | 157,576 | | | | | | 297,576 | | |
David S. Williams III
|
| | | | 120,000 | | | | | | 157,576 | | | | | | 277,576 | | |
Ted Lundberg
|
| | | | 130,000 | | | | | | 157,576 | | | | | | 287,576 | | |
Greg Belinfanti
|
| | | | 120,000 | | | | | | 157,576 | | | | | | 277,576 | | |
| | | Principal Executive Officers (“PEOs”)(1) | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Summary Compensation Table Total | | | Compensation Actually Paid Total(3) | | | Average Other Non-PEO NEOs(2) | | | Net Income(5) ($MM) | | | Company Selected Measure: EBITDA ($MM) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal Year | | | Current: Richard Barasch | | | Former: Stephen Griggs | | | Former: Luke McGee | | | Current: Richard Barasch | | | Former: Stephen Griggs | | | Former: Luke McGee | | | Summary Comp Table Total | | | Comp Actually Paid Total(3) | | | Company TSR(4) | | | Peer Group TSR(4) | | ||||||||||||||||||||||||||||||||||||||||||
2023 | | | | $ | | | | | $ | | | | | | n/a | | | | | $ | | | | | $ | | | | | | n/a | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | ||||||||
2022 | | | | | n/a | | | | | $ | | | | | | n/a | | | | | | n/a | | | | | $ | | | | | | n/a | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | | n/a | | | | | $ | | | | | $ | | | | | | n/a | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2020 | | | | | n/a | | | | | | n/a | | | | | $ | | | | | | n/a | | | | | | n/a | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | |
| | | FY2023 | | | FY2022 | | | FY2021 | | | FY2020 | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Description of Elements Added / Subtracted to SCT Total to Calculate CAP | | | Current PEO Barasch | | | Former PEO Griggs | | | Average Other NEOs | | | Former PEO Griggs | | | Average Other NEOs | | | Former PEO Griggs | | | Former PEO McGee | | | Average Other NEOs | | | Former PEO McGee | | | Average Other NEOs | | |||||||||||||||||||||||||||||||||
Summary Compensation Table (“SCT”) Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||||||
- | | | Pension and equity amounts reported in SCT | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
+ | | | Fair value of equity compensation granted in current year and outstanding at year end | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
+ | | | Fair value of equity compensation that vested during the year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
+ | | | Change in fair value of equity granted in prior years (valued at year-end); reflects Current Year Outstanding Value – Prior Year Outstanding Value | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
Compensation Actually Paid (“CAP”) | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | |
| | | | | | | | |
Common Stock
|
| |||
Name and Address of Beneficial Owner(1)
|
| |
# of Shares
|
| |
% of Total
|
| ||||||
Directors and Named Executive Officers | | | | | | | | | | | | | |
Richard Barasch(2)
|
| | | | 943,332 | | | | | | * | | |
Dr. Susan Weaver
|
| | | | 41,894 | | | | | | * | | |
Gregory Belinfanti
|
| | | | 13,830 | | | | | | * | | |
Terence Connors
|
| | | | 23,339 | | | | | | * | | |
Dale Wolf
|
| | | | 70,788 | | | | | | * | | |
Brad Coppens(3)
|
| | | | 20,595 | | | | | | * | | |
David Williams III
|
| | | | 13,830 | | | | | | * | | |
Stephen Griggs
|
| | | | 3,358,482 | | | | | | % | | |
Theodore Lundberg(4)
|
| | | | 2,041,326 | | | | | | % | | |
Joshua Parnes(5)
|
| | | | 1,720,163 | | | | | | % | | |
Jason Clemens
|
| | | | 138,237 | | | | | | * | | |
Albert Prast(6)
|
| | | | 475,679 | | | | | | * | | |
Shaw Rietkerk(7)
|
| | | | 369,640 | | | | | | * | | |
Stockholders beneficially owning 5% or more of our Common Stock | | | | | | | | | | | | | |
OEP AHCO Investment Holdings, LLC(8)
|
| | | | 13,818,180 | | | | | | % | | |
Everest Trust(9)
|
| | | | 9,951,783 | | | | | | % | | |
BlackRock, Inc.(10)
|
| | | | 14,066,565 | | | | | | % | | |
FMR LLC(11)
|
| | | | 8,735,305 | | | | | | % | | |
Peloton Equity GP, LLC(12)
|
| | | | 2,041,326 | | | | | | % | | |
Matthew Ebbel(13)
|
| | | | 8,580,443 | | | | | | % | | |
The Vanguard Group(14)
|
| | | | 9,199,481 | | | | | | % | | |
Deerfield Management Company, L.P.(15)
|
| | | | 13,257,940 | | | | | | % | | |
All directors and executive officers as a group (14 individuals)(16)
|
| | | | 5,881,557 | | | | | | % | | |