Suzanne Foster
About Suzanne Foster
Suzanne Foster, age 55, has served as AdaptHealth’s Chief Executive Officer and a member of the board since May 20, 2024 . She brings 25+ years in healthcare across home care, life sciences, medical devices, distribution, and healthcare technology, with legal training and an MPH in Law and Health Policy (Harvard T.H. Chan), JD (Suffolk), M.Ed (Notre Dame College), and BA (University of New Hampshire) . In 2024, AHCO delivered net revenue of $3.26B (+1.9% YoY), Adjusted EBITDA of $688.7M (+2.7% YoY), operating cash flow of $541.8M, and free cash flow (FCF) of $235.8M, with annual bonuses tied to Adjusted EBITDA, FCF, and Compliance paying at 114.52% of target for eligible NEOs . Relative TSR is used for PSUs with percentile-based payout curves over three-year performance periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danaher – Beckman Coulter Life Sciences | President | 2022–May 2024 | Led global biomedical technologies; track record of consistent growth and profitability improvement . |
| Cardinal Health – At Home Solutions | President | Jan 2020–Apr 2022 | Grew home healthcare distribution and supplies; commercial strategy and operating efficiency . |
| Stanley Black & Decker – Stanley Healthcare | President | Apr 2018–Jan 2020 | Led healthcare technology operations; business transformation leadership . |
| Medtronic – Advanced Energy | General Manager | Aug 2011–Mar 2018 | Drove MedTech portfolio execution; global scale and operational leadership . |
| Salient Surgical Technologies | VP Global Business Operations | Pre-2011 | Business operations leadership; company later acquired by Medtronic . |
| Elliot Health System; Holland & Knight; Wiggin & Nourie | VP Legal & Compliance; Attorney | Various | Legal, compliance, and health system governance expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Unitil Corp. (NYSE: UTL) | Director | Since 2019 | Public utility board service . |
| Perimeter Medical Imaging AI, Inc. | Director | Since 2018 | Public MedTech board . |
| University System of New Hampshire | Trustee | Since 2017 | Appointed by Governor Chris Sununu . |
| Various private MedTech companies | Director | Ongoing | Multiple private boards . |
Fixed Compensation
| Component | 2024 | Current/Policy | Detail |
|---|---|---|---|
| Base Salary | $561,577 (partial year paid) | $1,000,000 current base rate | Initial employment agreement set $900,000; later updated to $1,000,000 . |
| Target Bonus % | 120% of base | 120% | Bonus ranges from 0–200% of target based on Company and individual objectives . |
| 2024 Actual Bonus | $1,236,857 | Paid Q1 2025 | Corporate payout 114.52% of target; Adjusted EBITDA modifier applied . |
| Perquisites | $534 | Minimal | Life insurance premiums $159; HSA employer match $375 . |
Performance Compensation
Annual Incentive Outcomes (FY2024)
| Metric | Weighting | Target | Actual | Payout (% of target) | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $695.0M | $688.7M | 95.44% | Paid Q1 2025 . |
| Free Cash Flow | 20% | $165.0M | $235.8M | 200.00% | Paid Q1 2025 . |
| Compliance | 5% | Committee assessment | Achieved (pre-modifier) | 100% pre-modifier; adjusted via EBITDA modifier | Paid Q1 2025 . |
| Overall Corporate Payout | — | — | — | 114.52% (weighted) | Paid Q1 2025 . |
Equity Awards (granted effective 5/20/2024)
| Award Type | Grant Value | Structure | Vesting |
|---|---|---|---|
| Sign-On Inducement RSUs | $4,900,000 | 50% time RSUs; 50% PSUs based on Relative TSR vs peers (0–200% payout) | Time RSUs: 1/3 on 5/20/2025, 5/20/2026, 5/20/2027; PSUs: cliff on 5/20/2027 subject to Relative TSR . |
| Make-Whole Inducement RSUs | $1,000,000 | Time-based (make-whole) | 50% on 5/20/2025; 50% on 5/20/2026 . |
| Annual LTI Policy | $4.9M target value annually (intent) | Mix of PSUs (Relative TSR) and RSUs | PSUs: three-year performance (linear 25th→75th percentile = 50→200%); RSUs: annual ratable . |
Relative TSR Payout Curve (PSUs):
- <25th percentile: 0%; 25th: 50%; 50th: 100%; ≥75th: 200% (linear interpolation) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 123,465 shares; <1% of outstanding . |
| Ownership Composition | Includes RSUs scheduled to vest on 5/20/2025 . |
| Unvested Equity (as of 12/31/2024) | Time RSUs: 229,740 (1/3 vest annually starting 5/20/2025) ; PSUs: 229,740 eligible to vest on 5/20/2027 based on Relative TSR . |
| Stock Ownership Guidelines | CEO: 6x base salary; five years to comply; retention of at least 50% of after-tax shares until compliant . |
| Compliance Status | Executives are either compliant or expected to be within timeframe . |
| Hedging/Pledging | Prohibited under Insider Trading Policy (short sales, derivatives, margin, pledging) . |
Employment Terms
- Start date and role: CEO effective May 20, 2024; simultaneously appointed to the Board .
- Annual base salary and bonus: Initially $900,000 base and 120% target bonus; current base rate $1,000,000 with 120% target bonus .
- Non-compete/non-solicit: 24-month post-termination non-compete and non-solicit; indefinite confidentiality/non-disparagement .
- Severance and Change-in-Control:
- Without cause / for good reason: 18 months base salary; 1.5x target bonus paid over severance term; continued vesting of inducement RSUs during severance term; 18 months COBRA at active employee rate; earned unpaid bonus .
- Within 24 months post-Change-in-Control: 24 months base salary; 2.0x target bonus; full acceleration of outstanding equity (PSUs at actual or target if not determinable) .
- Death/Disability: Accelerated vesting of all equity; PSUs vest at greater of actual or target as applicable .
- 280G modified cutback: Best-net approach to minimize excise tax under Section 4999; reduction order specified .
- Clawback: Company policy for recovery of erroneously awarded compensation adopted per SEC/Nasdaq rules ; employment agreement references compliance with recovery policy .
Board Governance
- Board service: Director (Class I), term expires at 2026 Annual Meeting .
- Independence: Board determined eight of nine directors are independent; CEO is not independent as an executive .
- Committee roles: Foster does not serve on Audit, Compensation, or Corporate Compliance & Governance Committees; committee compositions exclude management .
- Board leadership: Chair is Dale Wolf; separate Chair and CEO structure; Board may appoint a Lead Independent Director if Chair is not independent .
- Board activity: Board held nine meetings in 2024; no incumbent director attended fewer than 75% of board and committee meetings for which they served .
Compensation Structure Analysis
- Pay mix and performance emphasis: Majority of CEO target direct compensation is variable and equity-based; PSUs use Relative TSR; annual bonus tied to Adjusted EBITDA, FCF, Compliance .
- Equity vehicle shift: Company did not grant stock options in 2024; executive equity focused on RSUs/PSUs .
- Governance safeguards:
- Double-trigger vesting under equity plan for CoC, not single-trigger .
- Corporate governance reforms include board declassification by 2026, no single-trigger in future officer contracts, proxy access, and director resignation policy for majority-withhold outcomes .
- No tax gross-ups; no repricing/discounting awards; no dividends on unearned RSUs/PSUs .
Compensation Peer Group (Benchmarking)
- 2025 peer group includes Addus HomeCare, Alignment Healthcare, AMN Healthcare, Chemed, DENTSPLY SIRONA, Embecta, Encompass Health, The Ensign Group, ModivCare, Option Care Health, Owens & Minor, Patterson, Pediatrix, RadNet, Select Medical; Agiliti removed due to transaction activity .
- Target positioning: Committee references market 50th percentile for total direct compensation, adjusted for role scope, performance, and internal equity .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 96.8% of votes cast in favor .
- 2025 CD&A highlights: Continued emphasis on performance-based pay with absolute stock price performance, Adjusted EBITDA, FCF, and relative TSR .
Related Party Transactions and Red Flags
- Item 404(a): No direct or indirect material interest for Foster at appointment; no family relationships with AHCO directors or officers .
- Securities litigation: Company settled a securities class action in Feb 2024 with governance reforms (not specific to Foster) .
- Insider conduct policy: Prohibitions on hedging and pledging; compensation recoupment policy in place .
Performance & Track Record
- Company performance during Foster’s first year: FY2024 net revenue $3.26B (+1.9% YoY), Adjusted EBITDA $688.7M (+2.7% YoY), operating cash flow $541.8M, FCF $235.8M; annual bonuses paid at 114.52% of target for eligible NEOs .
- Management transitions: Foster appointed CEO; interim CEO leadership transitioned; and executive team refresh in 2024 .
Equity Ownership & Vesting Schedule Details (Granular)
| Equity Component | Quantity | Key Dates |
|---|---|---|
| Time RSUs (Sign-On portion) | 229,740 | 1/3 vest on 5/20/2025, 5/20/2026, 5/20/2027 . |
| PSUs (Sign-On portion) | 229,740 target | Eligible to vest on 5/20/2027 based on Relative TSR . |
| Make-Whole RSUs | 93,771 | 50% vest on 5/20/2025; 50% vest on 5/20/2026 . |
| Beneficial ownership | 123,465 | Includes RSUs scheduled to vest on 5/20/2025; <1% of outstanding . |
Employment Contract Economics (Severance & CoC)
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Qualifying termination (without cause / good reason) | 18 months base; 1.5x target bonus in installments; earned unpaid bonus | Inducement RSUs continue vesting during severance term | 18 months COBRA at active employee rate . |
| Qualifying termination within 24 months post-CoC | 24 months base; 2.0x target bonus; earned unpaid bonus | Full acceleration of all equity; PSUs at actual or target if not determinable | COBRA continuation . |
| Death/Disability | — | Full acceleration; PSUs vest at greater of actual or target | — |
Investment Implications
- Alignment and incentives: High variable/equity pay mix and three-year Relative TSR PSUs create clear shareholder alignment; CEO ownership guidelines at 6x base salary and mandatory share retention further reinforce this .
- Retention risk: 24-month non-compete/non-solicit plus meaningful unvested equity (including PSUs cliff vesting in 2027) mitigate near-term departure risk; severance terms are competitive but moderate vs peers (1.5x bonus; double-trigger CoC) .
- Selling pressure: Near-term vesting is staged (make-whole: 2025/2026; time RSUs: 2025–2027; PSUs: 2027). Hedging/pledging prohibitions limit leverage-driven selling; monitor Form 4 filings for any 10b5-1 sales plans given upcoming vesting dates .
- Governance quality: Declassification, proxy access, no single-trigger in future contracts, and robust clawback are positive signals; 2024 say-on-pay at 96.8% suggests investor support for pay design .