DEF: AdaptHealth Corp. 2026 Annual Meeting Proxy Statement

AdaptHealth Corp. announces its 2026 Annual Meeting of Stockholders to be held virtually on June 18, 2026, detailing proposals for director elections, auditor ratification, and executive compensation review.

Summary

• AdaptHealth Corp. is holding its 2026 Annual Meeting of Stockholders on June 18, 2026, as a virtual event.
• The meeting's agenda includes the election of nine directors for one-year terms, ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and a non-binding advisory vote on the compensation of named executive officers (say-on-pay).
• The record date for stockholders entitled to vote is April 24, 2026, with 136,054,152 shares of common stock outstanding.
• Proxy materials are being made available online on or about April 28, 2026.
• The board of directors is composed of independent directors, with specific committees (Audit, Compensation, Corporate Compliance and Governance) overseeing various aspects of the company's operations and risk management.
• The company's executive compensation philosophy emphasizes linking pay with performance, with a significant portion of compensation being at-risk and tied to financial metrics like Net Revenue, Adjusted EBITDA, and Free Cash Flow, as well as relative Total Shareholder Return (TSR).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly negative. While it outlines standard corporate governance and compensation practices, the reported decreases in Net Revenue and Adjusted EBITDA, along with forfeited long-term incentives, temper positive sentiment. The upcoming meeting and proposals are routine, but the financial performance trends warrant caution.

Positives

• The company is holding its annual meeting to ensure shareholder engagement and governance.
• The board of directors is largely composed of independent directors, meeting Nasdaq listing standards.
• The Compensation Committee engages an independent compensation consultant (ClearBridge) to advise on executive and director compensation.
• The company has robust stock ownership guidelines and retention requirements for executives and directors.
• The company has a Compensation Recovery Policy in place.
• The company's 2025 annual incentive plan was weighted 100% on financial performance metrics (Net Revenue, Adjusted EBITDA, Free Cash Flow).
• The 2025 annual incentive payout was 116.22% of target for NEOs, reflecting strong performance against adjusted goals.
• The company's say-on-pay vote at the 2025 Annual Meeting received high support (94.3%).
• The company has a clear process for identifying and evaluating director nominees, including considering diversity.
• The Audit Committee oversees financial reporting, internal controls, and the independent auditor relationship.

Negatives

• Net Revenue for 2025 decreased by 0.5% compared to 2024, impacted by business dispositions.
• Adjusted EBITDA for 2025 decreased by 10.5% compared to 2024, impacted by legal settlement expenses and strategic investments.
• Free Cash Flow for 2025 decreased from 2024, primarily due to increased and timed purchases of patient medical equipment.
• The 2022 and 2023 performance-vested restricted stock units (PSUs) were forfeited due to TSR performance below the threshold level.
• The company's stock performance graph shows a significant decline from 2020 to 2023, with some recovery in 2024 and 2025, but still below the S&P 600 Index and S&P Healthcare Services Select Industry Index by the end of 2025.
• The Pay Versus Performance table indicates a disconnect between Total Compensation Actually Paid and Company TSR/Peer Group TSR in several years, particularly 2023 and 2025 for PEOs, and 2023 for other NEOs.

Risks

• The company's stock performance has been volatile, with a significant decline from 2020 to 2023, indicating potential market concerns or underperformance relative to benchmarks.
• The forfeiture of PSUs due to underperformance in Relative TSR highlights the risk of not meeting long-term strategic goals tied to shareholder value.
• The reliance on Adjusted EBITDA and Free Cash Flow as key performance indicators means that fluctuations in these non-GAAP measures could impact executive compensation and investor perception.
• The company's business is subject to risks associated with healthcare regulations, reimbursement policies, and competition within the healthcare-at-home sector.

Future Outlook

The filing does not contain specific forward-looking financial guidance but discusses the company's strategic positioning for sustained growth, strengthening its balance sheet, and continued patient growth across key segments.

Management Comments

• "In 2025, the Company made significant strides toward building a stronger operational and financial foundation. We transformed our operating model to position the Company for sustained growth."
• "Our scale and impact remain unmatched in the market, with nearly 10,900 employees servicing approximately 4.3 million patients across the United States."
• "The 2025 annual incentive paid out above target, recognizing strong financial performance against our rigorous targets."
• "The high support that our 2025 say-on-pay proposal received, with 94.3% of shares voted cast in favor, was a strong indication that our stockholders are supportive of our approach to executive compensation."

Industry Context

StockSavvy.ai notes that AdaptHealth's focus on healthcare-at-home solutions aligns with broader industry trends favoring decentralized care models. However, the company's reported revenue decrease and Adjusted EBITDA decline, alongside significant PSU forfeitures, suggest challenges in translating market trends into consistent financial performance compared to some peers.

Comparison to Industry Standards

• The stock performance graph shows AdaptHealth Corp. underperforming the S&P 600 Index and the S&P Healthcare Services Select Industry Index from December 31, 2020, to December 31, 2025. AdaptHealth's cumulative return was $26.52 compared to $131.18 for the S&P 600 Index and $109.97 for the S&P Healthcare Services Select Industry Index.
• The company's peer group for compensation analysis includes companies like Addus HomeCare Corporation, AMN Healthcare Services, Inc., Encompass Health Corporation, and Select Medical Holdings Corporation, indicating competition for talent and market positioning within the healthcare services sector.

Management Changes

Corporate Governance

Legal Proceedings

• A legal settlement expense of $14.5 million was incurred in 2025, related to securities litigation, which was adjusted for in the calculation of Adjusted EBITDA for annual incentive purposes.
• The company has a Compensation Recovery Policy in place, compliant with Nasdaq requirements, for recouping erroneously awarded compensation in the event of an accounting restatement.

Related Party Transactions

• The Audit Committee is responsible for reviewing any related party transactions exceeding $120,000, as defined by the company's written related party transaction policy.

Stakeholder Impact

• Shareholders: Voting rights on key proposals, potential impact on share value based on company performance and governance practices.
• Employees: Eligibility for standard employee benefits, 401(k) plan with employer match, and potential participation in equity incentive plans.
• Management: Compensation tied to performance metrics, subject to stock ownership guidelines and clawback policies.
• Directors: Compensation structure includes cash retainers and equity awards, subject to stock ownership guidelines.
• Auditors (KPMG LLP): Appointment subject to stockholder ratification; fees for audit and tax services are disclosed.

Next Steps

• Stockholders are encouraged to vote their shares for the Annual Meeting.
• The Board of Directors will consider the outcome of the advisory say-on-pay vote when making future executive compensation decisions.
• The Audit Committee will reconsider the appointment of KPMG LLP if stockholders fail to ratify the selection.

Key Dates

Recommendation

The filing outlines standard proxy materials for an annual meeting, including director elections and executive compensation. While the company's compensation practices appear robust and aligned with performance, the reported financial declines in Net Revenue and Adjusted EBITDA for 2025, coupled with underperformance in long-term incentive plans (PSUs), suggest caution. The stock's performance relative to industry benchmarks also indicates a need for further improvement. Therefore, a 'hold' recommendation is appropriate pending clearer signs of sustained financial recovery and value creation.

Keywords

AdaptHealth Corp, Proxy Statement, Annual Meeting, Stockholders, Director Election, KPMG LLP, Executive Compensation, Say-on-Pay, Corporate Governance, Audit Committee, Compensation Committee, SEC Filings