Susan Weaver
About Susan Weaver
Dr. Susan Weaver, M.D., age 64, is an independent director of AdaptHealth (AHCO) who has served on the board since February 2018. She holds an M.D. and a B.S. in Psychology from Duke University and has held senior leadership roles across payer, provider, and healthcare services organizations, including CEO roles and Chief Medical Officer experience. She was originally designated to the board by Deerfield under a subscription agreement, though the board has affirmed her independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KEPRO | President, then Chief Executive Officer | Jul 2018 – Dec 2022 | Led technology-enabled healthcare services; oversaw successful sale in 2022. |
| C3 HealthcareRX | Chief Executive Officer | Not disclosed | Executive leadership of healthcare services business. |
| Transformation Health Partners, LLC | Founder & President | Not disclosed | Founded and led healthcare advisory/services firm. |
| Blue Cross Blue Shield of North Carolina | Chief Medical Officer; previously VP, Health Delivery Redesign | CMO: 2014–2015; VP: 2012–early 2014 | Payer-side clinical leadership and delivery redesign initiatives. |
| WakeMed Health & Hospitals | Executive Vice President, Medical Affairs | Not disclosed | Senior provider-side medical leadership. |
| Alliance Medical Ministry (501(c)(3)) | Executive Director and Physician; Founding Member | Not disclosed | Non-profit care for working uninsured in Wake County, NC. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not list current public company directorships for Dr. Weaver beyond AHCO. |
Board Governance
- Independence: The board determined Dr. Weaver is independent under Nasdaq Listing Rule 5605(a)(2); she also meets committee independence standards.
- Committee assignments: Member, Compensation Committee; Member, Corporate Compliance and Governance Committee; served as Chair of the Compliance Committee in 2024.
- Committee activity: Compensation Committee met 5 times in 2024; Compliance Committee met 4 times; Audit Committee met 5 times.
- Attendance: Board held 9 meetings in 2024; no incumbent director attended fewer than 75% of board or assigned committee meetings.
- Board structure: Board is being declassified over 2024–2026; all directors stand for election annually beginning 2026. Lead Independent Director role may be appointed when Chair is not independent; Dale Wolf is current Chair.
- Compensation oversight: AHCO engages ClearBridge Compensation Group as independent compensation advisor; Compensation Committee (including Dr. Weaver) oversees executive and director pay.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard non-employee director cash retainer. |
| Chair retainer (Compliance Committee) | 11,667 | Additional cash for chair service (pro-rated). |
| Committee membership fees | 11,666 | Additional cash for committee service (pro-rated). |
| Total cash fees (reported) | 123,333 | Sum of cash components paid to Dr. Weaver. |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (director annual grant) | Jun 24, 2024 | 15,629 | 158,791 | Vest 100% at the 2025 annual meeting of stockholders (time-based). |
- Structure: Non-employee director equity is time-based restricted stock (no performance metrics) sized around $165,000; committee chairs may receive additional retainers in cash or stock at election.
- 2024 totals: Dr. Weaver’s reported stock award value was $158,791; total director compensation of $282,124.
Other Directorships & Interlocks
- Shareholder designation: Dr. Weaver was designated to the board by Deerfield at the business combination closing; Deerfield beneficially owned ~7.16% as of Sep 30, 2024 via funds, subject to conversion caps on preferred.
- Current public boards: None disclosed for Dr. Weaver in the proxy beyond AHCO.
- Committee chair interlocks: Dr. Weaver chaired the Compliance Committee; other committee chairs include Terence Connors (Audit) and Brad Coppens (Compensation).
Expertise & Qualifications
- Education: M.D. and B.S. (Psychology) from Duke University.
- Technical/industry expertise: Clinical leadership (provider and payer), operations, and healthcare services strategy; prior CEO roles in HealthTech-enabled services.
- Board qualifications: Deep healthcare operations and compliance oversight experience; served as chair of the Compliance Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dr. Susan Weaver | 73,472 | <1% | Beneficial ownership per April 24, 2025 record date. |
- Pledging/hedging: Insider Trading Policy prohibits pledging and hedging for directors; no exemptions granted.
- Section 16(a) compliance: No delinquent filings listed for Dr. Weaver in 2024; late filings noted for other individuals.
Governance Assessment
- Strengths: Independent status; active committee roles including Compliance Committee chair; adequate meeting attendance; board declassification underway; robust compensation governance and independent advisor; clear related-party transaction policy.
- Alignment: Director equity annual grant with required service to vest (time-based) and modest personal ownership (<1%).
- Potential conflicts/RED FLAGS: Initial designation by a significant shareholder (Deerfield) could be perceived as an influence vector, though independence is affirmatively determined; monitor for any related-party transactions (none disclosed involving Dr. Weaver).
- Investor signals: 2024 say-on-pay support was high (96.8%), suggesting shareholder confidence in compensation oversight; continued focus on compliance and governance reforms per securities settlement.