Jason Clemens
About Jason Clemens
Jason Clemens, 47, is Chief Financial Officer of AdaptHealth (AHCO), joining in 2020 after a nine-year career at MEDNAX as Senior Vice President and Operations CFO; earlier roles included operations and finance positions at Accenture, Lennar, and Ryder, and service supporting the Republic of Korea Army in Wonju, South Korea . He holds a B.S. in Industrial Engineering (Lehigh), an M.S. in Finance and an MBA (Indiana University Kelley), and is a CFA and Certified Six Sigma Black Belt . In 2024, AHCO delivered Net Revenue of $3.26B (+1.9% YoY) and Adjusted EBITDA of $688.7M (+2.7% YoY), with cash flow from operations $541.8M and free cash flow $235.8M, measures central to incentive pay . Total shareholder return (TSR) declined over 2020–2024 (indexed return to $25.35 from $100) and was $87 for 2024 vs peer group $124, framing relative equity performance during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AdaptHealth (AHCO) | Chief Financial Officer | 2020–present | Executive officer overseeing finance and operations priorities as disclosed |
| MEDNAX, Inc. | Senior Vice President & Operations CFO | Nine-year career | Operations management and finance leadership across hospital/health system services |
| Accenture | Operations/finance roles | Not disclosed | Progressive roles in operations management and finance |
| Lennar | Operations/finance roles | Not disclosed | Progressive roles in operations management and finance |
| Ryder | Operations/finance roles | Not disclosed | Progressive roles in operations management and finance |
| U.S. Army (Wonju, South Korea) | Support to Republic of Korea Army | Not disclosed | Early-career operational support experience |
External Roles
- No public-company directorships or external roles for Mr. Clemens are disclosed in the latest proxy .
Fixed Compensation
| Year | Base salary (paid) | Base salary rate (noted) | Target bonus % of salary | Actual annual bonus | Notes |
|---|---|---|---|---|---|
| 2024 | $635,739 | $650,000 effective Mar 18, 2024; “current” $670,000 per amended agreement | 100% | $744,405 (114.52% of target) | Auto allowance $12,000 in 2024; discontinued effective Jan 1, 2025 |
| 2023 | $520,000 | $520,000 | 100% | $587,808 | — |
| 2022 | $520,000 | $520,000 | 100% | $331,916 | — |
| 2024 NQDC | — | — | — | — | Deferred comp: contributed $25,138; balance $26,200; earnings $1,062 |
Performance Compensation
2024 Annual Incentive Design and Outcomes (applied to CFO)
- Structure harmonized under new CEO: Adjusted EBITDA (75%), Free Cash Flow (20%), Compliance (5%); if Adjusted EBITDA below target, it reduces FCF and Compliance payouts via a modifier .
- Results: EBITDA achieved between threshold and target; FCF above maximum; Compliance achieved at 100%; after EBITDA modifier, overall payout 114.52% of target (CFO actual: $744,405) .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout before modifier | Payout after EBITDA modifier |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $625.5M | $695.0M | $764.5M | $688.7M | 95.44% | 95.44% |
| Free Cash Flow | 20% | $132.0M | $165.0M | $198.0M | $235.8M | 200.00% | 190.87% |
| Compliance | 5% | — | 100% | — | Achieved | 100.00% | 95.44% |
| Total payout | — | — | — | — | — | — | ~114.52% |
Long-term Incentives (Equity)
- Annual target grant value: $1,950,000 (50% PSUs; 50% RSUs) .
- Special retention award: $1,250,000 time-based RSUs granted Mar 18, 2024, vesting 1/3 annually over 3 years .
- 2024 grants and vesting:
- RSUs: 139,112 (grant approved Feb 5, 2024; vests 1/3 on each anniversary of Feb 1, 2024) .
- PSUs (Relative TSR): 55,645 (effective Mar 31, 2024 for 40% tranche) and 83,467 (effective Jun 20, 2024 for 60% tranche); performance period to Feb 1, 2027, payout 0–200% with vesting after certification .
- Special RSUs: 128,380 (Mar 18, 2024; vests 1/3 annually from grant date) .
- Note: The first PSU award (granted 2022) did not vest in 1Q25 due to underperformance vs Relative TSR goals .
| Award | Grant date | Type | Shares/target | Accounting grant-date value | Vesting terms |
|---|---|---|---|---|---|
| Annual RSU | Feb 5, 2024 | Time-based RSU | 139,112 | $975,175 | 1/3 per year on each anniversary of Feb 1, 2024 |
| Annual PSU (40%) | Mar 31, 2024 | PSU (Relative TSR) | 55,645 target | $1,090,642 | Cliff vest after certification in 1Q27; 0–200% payout |
| Annual PSU (60%) | Jun 20, 2024 | PSU (Relative TSR) | 83,467 target | $1,605,070 | Cliff vest after certification in 1Q27; 0–200% payout |
| One-time retention | Mar 18, 2024 | Time-based RSU | 128,380 | $1,278,665 | 1/3 annually on each anniversary of Mar 18, 2024 |
Equity Ownership & Alignment
- Beneficial ownership: 230,399 shares as of April 30, 2025 (<1% of outstanding) . Prior-year disclosures showed 164,246 shares as of April 24, 2024 .
- Outstanding awards as of Dec 31, 2024 (supply/vesting visibility): No stock options outstanding for Clemens; unvested RSUs and unearned PSUs as below .
| Security (as of 12/31/24) | Amount | Market or payout value |
|---|---|---|
| RSUs (2/5/2024 grant) | 139,112 | $1,324,346 |
| RSUs (3/18/2024 grant) | 128,380 | $1,222,178 |
| PSUs (3/31/2024 tranche; target) | 55,645 | $529,740 (target basis) |
| PSUs (6/20/2024 tranche; target) | 83,467 | $794,606 (target basis) |
| Legacy unvested RSUs (2022, 2023) | 12,557; 23,981 | $119,543; $228,299 |
| Legacy unearned PSUs (2022, 2023) | 37,670; 35,971 | $358,618; $342,444 |
| Stock options | None shown for Clemens | — |
- Ownership policies:
- Stock ownership guideline: 3x base salary for other executive officers; five years to comply; 50% after-tax retention until met .
- Insider Trading Policy: prohibits short-term trading, short sales, options trading, margining, pledging, and hedging; no exemptions granted to executives .
- Clawback: policy effective Oct 2, 2023 (SEC/Nasdaq compliant) .
Employment Terms
- Employment agreement: dated May 1, 2020; amended Apr 15, 2024 and Dec 9, 2024 .
- Base salary and bonus eligibility: current base salary $670,000; target annual bonus 100% of base, subject to performance and continued employment through payment date .
- Restrictive covenants: 12-month post-termination non-compete and non-solicit; indefinite non-disparagement/confidentiality .
- Severance (without cause or for good reason): 18 months base salary continuation; prorated target bonus; continued benefits during salary continuation (auto benefit discontinued 1/1/2025) . Amendment on Apr 15, 2024 increased severance continuation from 12 to 18 months .
- Change-in-control (CIC): Double-trigger design (company commits to no single-trigger vesting in future contracts; governance practice supports double-trigger) . Estimated benefits if terminated without cause in connection with a CIC as of 12/31/24: $1,625,000 cash; $43,244 benefits; $4,919,774 accelerated equity; total $6,588,018 .
| Severance scenario (as of 12/31/24) | Cash severance | Continued benefits | Accelerated equity | Total |
|---|---|---|---|---|
| Terminated without cause / good reason | $1,625,000 | $43,244 | — | $1,668,244 |
| Terminated without cause in connection with CIC | $1,625,000 | $43,244 | $4,919,774 | $6,588,018 |
Compensation Governance, Peer Group, and Say-on-Pay
- Committee/consultant: Compensation Committee (independent directors) engaged ClearBridge Compensation Group as independent advisor in 2024 .
- Peer group methodology and 2025 peers disclosed; used for market context, PSU relative TSR ranking, and ownership guidelines .
- Say-on-Pay support: 96.8% approval at 2024 annual meeting, indicating strong shareholder support for pay program .
Performance & Track Record
- Financial execution: 2024 Net Revenue $3.26B (+1.9% YoY) and Adjusted EBITDA $688.7M (+2.7% YoY); FCF $235.8M, above maximum incentive threshold, reflecting improved operational efficiency and capex management .
- Equity performance: Indexed AHCO stock return from 2020 to 2024 declined to $25.35 (from $100 baseline), with 2024 Company TSR $87 vs peer group $124, reflecting underperformance vs peers over the period .
- Incentive alignment: 2022 PSU award did not vest in 1Q25 under Relative TSR, signaling alignment of long-term equity with relative shareholder outcomes .
Investment Implications
- Pay for performance alignment: Annual bonus metrics (Adjusted EBITDA, FCF, Compliance) and Relative TSR PSUs tie pay tightly to operating cash and shareholder outcomes; 2024 payout at 114.5% reflects FCF overachievement despite EBITDA below target .
- Retention risk mitigated: Board increased CFO severance from 12 to 18 months and approved a $1.25M retention RSU during leadership transition, improving retention stability for a key financial executive .
- Potential selling pressure windows: Material RSU vesting tranches through 2027 (139k and 128k RSUs from 2024 grants) may create periodic supply; however, pledging/hedging is prohibited and a 50% post-vest retention requirement applies until ownership guidelines are met .
- Governance quality: Double-trigger CIC, clawback policy effective, no tax gross-ups, and high say-on-pay support reduce governance red flags; ownership guidelines at 3x salary further align incentives .
- Execution vs market: While operating metrics improved in 2024, multi-year TSR underperformance and a non-vesting PSU cohort underscore the importance of sustained relative performance improvement to unlock long-term equity value .