Terence Connors
About Terence Connors
Independent director (age 70) with 40 years of public accounting experience; on AHCO’s board since July 2017 and designated the Audit Committee Financial Expert. He retired from KPMG in 2015 after serving as Professional Practice Partner, SEC Reviewing Partner, and as a director (2011–2015) where he chaired the Audit, Finance & Operations Committee; previously a partner at Arthur Andersen. He is Audit Committee Chair at AHCO and at Suburban Propane Partners L.P.; he holds an undergraduate degree in Accounting from LaSalle University. He is affirmatively determined “independent” under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Professional Practice Partner; SEC Reviewing Partner; Director; Chair, Audit/Finance/Operations Committee | 2002–2015 | Led audit quality and oversight; board committee chair |
| Arthur Andersen LLP | Partner | pre-2002 | Senior audit partner roles |
| NACD Philadelphia Chapter | Chairman and President | N/D | Governance leadership in director education |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suburban Propane Partners L.P. | Board Director; Audit Committee Chair | Current | Audit leadership and oversight |
| St. Joseph’s Preparatory School (Philadelphia) | Trustee (prior) | Past | Community governance role |
Board Governance
- Committee assignments: Audit Committee Chair; member of the Corporate Compliance & Governance Committee; not on Compensation Committee. The Audit Committee met 5 times in 2024; Compliance and Nominating met 4 times each before being combined; Corporate Compliance & Governance Committee met 4 times in 2024.
- Independence and attendance: AHCO’s board determined Connors is independent; no incumbent director attended fewer than 75% of board and applicable committee meetings in 2024; the board met 9 times.
- Audit Committee Financial Expert designation: Connors is the committee’s financial expert under SEC rules.
- Board leadership and reforms: Separate Chair (Dale Wolf) and CEO (Suzanne Foster) structure; lead independent director role may be used if Chair is not independent; board declassification completes by 2026; reforms adopted via 2024 securities settlement include proxy access, resignation policy, and no single-trigger accelerated vesting for future officer contracts.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 100,000 | Standard non-employee director retainer |
| Audit Committee Chair fee (cash) | 40,000 | Chair retainer for Audit Committee |
| Committee membership fees (cash) | 10,000 | Service on other committees |
| Cash subtotal | 150,000 | Cash fees earned in 2024 |
| Equity grant (restricted stock) | 158,791 | 15,629 restricted shares, granted June 24, 2024; vests at 2025 annual meeting |
| Total director compensation | 308,791 | Cash + equity |
Performance Compensation
| Performance-based director pay | Metrics/Structure |
|---|---|
| None disclosed for non-employee directors | Annual equity is time-based restricted stock; no director PSUs/options indicated |
Other Directorships & Interlocks
- Current public company boards: Suburban Propane Partners L.P. (Audit Committee Chair).
- Interlocks/conflicts: Retired KPMG partner while AHCO’s auditor is KPMG; KPMG disclosed no direct/indirect financial interest and only audit/tax services in 2023–2024; committee oversees auditor independence and related-party transactions, mitigating familiarity risks.
- Independence: Board affirmed Connors’ independence under Nasdaq and SEC audit committee standards.
Expertise & Qualifications
- 40 years in public accounting; senior audit and global lead partner for numerous public companies, including Fortune 500.
- Audit governance expertise: Chaired KPMG board’s Audit/Finance/Operations Committee; designated AHCO Audit Committee Financial Expert.
- Regulatory, SEC review experience as SEC Reviewing Partner; strong financial reporting and internal control oversight.
- Education: B.S. in Accounting, LaSalle University.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 54,917 shares; less than 1% of outstanding common stock (as of April 24, 2025). |
| Unvested director equity | 15,629 restricted shares granted June 24, 2024, vest 100% at 2025 annual meeting. |
| Hedging/pledging | Company insider trading policy prohibits hedging and pledging; applies to directors; no exemptions previously granted. |
Governance Assessment
- Strengths: Independent Audit Chair with deep audit/regulatory credentials and designated financial expert; robust committee activity and >75% attendance threshold met in 2024; prohibitions on hedging/pledging; related-party transaction policy and audit pre-approval embedded in charters; board declassification and proxy access reforms strengthen accountability.
- Alignment: Director equity is time-based restricted stock vesting at annual meeting, supporting ownership alignment; beneficial ownership is modest but policy framework promotes alignment.
- Investor signals: 96.8% say‑on‑pay approval in 2024 suggests broad investor support for compensation governance (context for board oversight).
- Compliance: No delinquent Section 16 filings noted for Connors in 2024 (exceptions were others).
- RED FLAGS and mitigants:
- Prior KPMG employment while KPMG is auditor could present familiarity risk; mitigated by retirement (2015), independence determinations, auditor independence oversight by Audit Committee, and KPMG’s disclosure of no direct/indirect financial interest.
- Historical securities litigation settlement indicates past risk; governance reforms (declassification by 2026, proxy access, resignation policy, no single‑trigger) are positive mitigants.