ADAPTHEALTH CORP (AHCO)
Sector: Health Care
2026 Annual Meeting Analysis
ADAPTHEALTH CORP · Meeting: June 18, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors to Serve for One-Year Terms
Director since 2021 with relevant healthcare private equity experience; AHCO's 3-year return of +10.3% outperforms the peer median by +1.4pp, well below the 35pp threshold needed to trigger a vote against, and no overboarding, attendance, or independence concerns are noted.
CEO and director since 2024, exempt from the TSR trigger as she joined within the past 24 months; she brings over 25 years of healthcare industry leadership and no other disqualifying flags apply.
New nominee with over 40 years of healthcare administration experience as CEO of MedStar Health; no TSR trigger applies to a new nominee, and his background is clearly relevant to AdaptHealth's business.
Director since 2018 with deep healthcare clinical and executive experience; AHCO's 3-year TSR outperforms the peer median by +1.4pp, far below the 35pp underperformance threshold, and no other disqualifying flags are present.
Director since 2020 with 20 years of healthcare services private equity experience; the TSR trigger does not apply given AHCO's +1.4pp outperformance versus peer median over three years, and no attendance or independence concerns are noted.
Director since 2019 with 40 years of public accounting experience and clear financial expertise qualifying him as Audit Committee Financial Expert; the TSR trigger does not fire and no other disqualifying factors are present.
Director since 2021 with relevant healthcare private equity background; AHCO's 3-year TSR outperforms the peer median by +1.4pp, well below the 35pp threshold, and no attendance or independence issues are identified.
Director since 2020 with entrepreneurial digital health experience; the TSR trigger does not apply given peer-median outperformance over three years, and no other disqualifying flags are present.
Director since 2019 serving as Board Chairman with extensive healthcare executive and board experience; AHCO's 3-year TSR outperforms the peer median by +1.4pp, far short of the 35pp threshold needed to trigger a vote against.
All nine nominees pass the policy screens. AHCO's 3-year price return of +10.3% outperforms its disclosed compensation peer group median of +8.9% by +1.4 percentage points, which is well below the 35-point underperformance threshold that would trigger votes against directors. The IHI benchmark gap of +17.3pp also falls short of the 50pp ETF fallback threshold. No directors are overboarded, attendance was 100% for all incumbents, all audit and compensation committee members are independent, and the board includes clear financial expertise on the audit committee.
Say on Pay
✓ FORCEO
Suzanne Foster
Total Comp
$10,256,240
Prior Support
94.3%%
CEO Suzanne Foster received total compensation of $10,256,240 in 2025, which is within a reasonable range for a CEO at a $1.8B healthcare services company, and the prior say-on-pay vote received overwhelming 94.3% support indicating strong shareholder endorsement of the compensation structure. The pay program is well-designed for performance alignment: 87% of the CEO's pay is at-risk variable compensation, annual bonuses are tied to objective financial metrics (Net Revenue, Adjusted EBITDA, and Free Cash Flow), and 50% of long-term equity awards are performance stock awards linked to relative total shareholder return versus peers — with 2022 and 2023 performance stock awards paying out at zero due to below-threshold TSR performance, demonstrating that the structure genuinely penalizes underperformance. A meaningful clawback policy compliant with Nasdaq rules is in place, double-trigger change-in-control vesting is used, and no excise tax gross-ups are provided.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,625,000
Non-Audit Fees
$858,902
Tax and other non-audit fees of $858,902 represent approximately 18.6% of audit fees of $4,625,000, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $1.8B company, no material restatements are disclosed, and auditor tenure is not confirmed in the filing so the tenure trigger does not fire. All fees were pre-approved by the Audit Committee.
Overall Assessment
The 2026 AdaptHealth annual meeting presents a clean ballot with no significant governance concerns: all nine director nominees pass the TSR, independence, overboarding, and attendance screens; KPMG's non-audit fee ratio of 18.6% is well within acceptable limits; and the executive compensation program earns support on the strength of its high variable pay mix, rigorous performance conditions, demonstrated willingness to pay zero on underwater performance stock awards, and 94.3% prior-year shareholder approval. There are no stockholder proposals on the ballot.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing