Diana Nole

About Diana Nole

Independent director at AdaptHealth Corp. since October 2024; age 60; appointed Class I director with term expiring at the 2026 annual meeting . Former EVP & GM, Healthcare division at Nuance Communications (Microsoft), CEO of Wolters Kluwer Health, President of Carestream Digital Medical Solutions, and VP for Eastman Kodak’s Healthcare IT Solutions; dual degrees in Computer Science and Math (SUNY Potsdam) and MBA (University of Rochester Simon School) .

Past Roles

External Roles

None disclosed in AHCO filings for current public company boards; 8‑K confirms no related party arrangements and no Item 404(a) transactions for her appointment .

Board Governance

• Independence: Board determined Nole is independent under Nasdaq rules; Audit, Compensation, and Corporate Compliance & Governance committees comprised of independent directors .
• Committee assignments: Member, Audit Committee; Audit met five times in 2024; Mr. Connors is Chair; includes oversight of auditors, related-party approvals, risk, and cybersecurity controls .
• Board structure and reforms: Board declassifying to annual elections by 2026; Lead Independent Director role if Chair is not independent; resignation policy for directors with more “Withheld” than “For” votes; proxy access; no single‑trigger vesting in future officer contracts (from securities settlement governance reforms) .
• Meetings and attendance: Board held nine meetings in 2024; no incumbent director attended fewer than 75% of Board or committee meetings .
• Risk oversight: Audit oversees financial and cybersecurity risks; Compensation monitors compensation risk; Corporate Compliance & Governance oversees ESG and compliance programs .

Fixed Compensation (Director)

AHCO non-employee director program (2023/2024 policy):

• Annual cash retainer: $100,000
• Annual equity: Restricted stock valued at $165,000; vests fully at the next annual meeting
• Committee retainers:
  • Audit Committee Chair: $40,000; Member: $20,000
  • Compensation Committee Chair: $20,000; Member: $10,000
  • Compliance Committee Chair: $20,000; Member: $10,000
  • Nominating & Governance Committee Member: $10,000
• Chairman of the Board: Additional $100,000 (cash or restricted shares at director’s election)

Director compensation table (FY2023 actuals for context):

Note: Nole will receive the same non‑employee director compensation opportunities, pro‑rated for the year of appointment .

Performance Compensation (Company executive program, governance signal)

2024 annual incentive metrics and outcomes (used for NEOs; indicates pay-for-performance rigor):

Adjusted EBITDA modifier applied to reduce Free Cash Flow and Compliance components given EBITDA below target, yielding final overall payout ~114.52% of target for bonus‑eligible NEOs . PSUs vest on three‑year Relative TSR versus peer group; thresholds at 25th/50th/75th percentiles for 50%/100%/200% payouts .

Other Directorships & Interlocks

• No disclosed public company board roles for Nole; her appointment had no arrangements, family relationships, or related-party interests under Item 404(a) .
• Major shareholders and designee rights (context): OEP, Deerfield, and AeroCare Sellers have (or had) nomination rights; current designees include Belinfanti (OEP) and Lundberg (AeroCare Sellers) .

Expertise & Qualifications

• Technical and operating expertise in healthcare AI/IT, clinical documentation, imaging, and revenue cycle; executive leadership across large health tech divisions .
• Academic credentials in CS/Math and MBA (Simon) .

Equity Ownership

• Initial Form 3 filed October 28, 2024 indicated no securities beneficially owned at the time of appointment [109].
• Director stock ownership guidelines: directors required to hold stock equal to at least 5× the $100,000 annual retainer; company notes director guideline compliance for Chairman example; insider trading policy prohibits hedging/pledging and short sales/options/margin .

Governance Assessment

• Strengths:

  • Independence, audit committee membership, and deep healthcare AI/IT experience strengthen financial and technology oversight .
  • Clear, retainer-based director pay, with equity vesting at next annual meeting; modest committee fees; no meeting fees, aligning with market practice .
  • Robust governance reforms: declassification by 2026, proxy access, resignation policy for low vote support, no single-trigger vesting in future officer contracts .
  • Clawback policy (effective Oct 2, 2023) and strict insider trading (no hedging/pledging) reduce risk .
  • Audit Committee oversight explicitly includes cybersecurity controls and related-party transaction reviews .

• Watch items:

  • Board is in transition to full annual elections; ensure continuity in audit expertise as classified structure phases out by 2026 .
  • Director ownership guideline (5× retainer) applies; as a new appointee, monitor progress to guideline over standard compliance period (policy references director guideline but does not specify timeline for directors in the proxy) .
  • Prior securities class action settlement required governance reforms; ongoing adherence is a positive signal but merits continued monitoring .

• Red flags:

  • None identified specific to Nole: appointment disclosed no related-party ties; independence affirmed; no pledging/hedging allowed; no Item 404(a) transactions .

Say‑on‑Pay & Shareholder Feedback

Related Party Transactions

• Audit Committee approves related-party transactions per policy; no related-party interests disclosed for Nole’s appointment .

Compensation Committee Analysis (Context)

• Compensation Committee composed of independent directors; chaired by Brad Coppens; met five times in 2024; engages ClearBridge as independent consultant; oversees clawback policy and director remuneration recommendations .

Governance Quality Signals

• Declassification and proxy access improve accountability .
• Lead Independent Director mechanism when Chair is not independent .
• Resignation policy for low support adds discipline .
• Audit oversight scope covers cybersecurity and related-party approvals .

Insider Trades

• Initial Form 3 (Oct 28, 2024): no securities beneficially owned at appointment [109].

Notes on Attendance and Engagement

• Board and committees reported robust meeting cadence in 2024, with minimum 75% attendance by incumbents; virtual annual meeting format supports broader participation .