Toby Scott Barnhart
About Toby Scott Barnhart
Toby Scott Barnhart (age 57) is Chief Operating Officer at AdaptHealth (AHCO), joining on September 23, 2024, with two decades of global supply chain, manufacturing, procurement, customer service, and product portfolio leadership at Fortune 500 companies; he holds a B.S. from Purdue University and an MBA from Northwestern University’s Kellogg School of Management . In 2024, AHCO delivered Net Revenue of $3.26B (+1.9% YoY), Adjusted EBITDA of $688.7M (+2.7% YoY), and Free Cash Flow of $235.8M (up from $143.2M), and the annual incentive plan tied payouts to Adjusted EBITDA (75%), Free Cash Flow (20%), and Compliance (5%) with a 114.52% company-wide payout; PSUs are tied to relative TSR over three years . Company TSR context: from a $100 base at 12/31/2020, AHCO’s indexed value stood at $25.35 at 12/31/2024 versus $92.81 for the S&P Health Care Services Select Industry Index and $125.85 for the S&P 600, underscoring the importance of performance-linked equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qurate Retail Group | Chief Operating Officer | Sep 2022 – Sep 2024 | Led operations at a global video commerce leader across linear TV, e-commerce, streaming, and social platforms . |
| Cardinal Health | President, Global Medical Products & Supply Chain | Jul 2018 – Dec 2021 | Ran global medical products and supply chain; prior SVP roles in strategy and corporate development; broad P&L and operating remit . |
| Aramark | President, Global Supply Chain & Group Purchasing Organizations | Apr 2014 – Jul 2018 | Directed global supply chain and GPO strategy and execution . |
| Conagra Brands; Diageo | Senior Supply Chain Positions | Sep 2002 – Apr 2014 | Senior leadership in supply chain for large-cap consumer companies . |
| PwC; EY | Consultant (early career) | Not disclosed | Advised global companies; foundational consulting experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Common Threads | Board of Directors | Current (year not specified) |
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Base salary rate | $600,000 (annual rate) . |
| 2024 salary actually paid (partial year) | $166,154 (joined 9/23/2024) . |
| Perquisites (2024) | $99 life insurance premium . |
Performance Compensation
- Annual bonus design (2024): Adjusted EBITDA 75%, Free Cash Flow 20%, Compliance 5% (with an EBITDA-based modifier reducing other metrics if EBITDA below target) .
- Metric outcomes (2024): Adjusted EBITDA 95.44% of target; Free Cash Flow 200%; Compliance 100% (capped), yielding a final payout of ~114.52% of target for bonus-eligible NEOs .
- Barnhart’s 2024 bonus: Target bonus rate 100% (prorated target $163,934); employment agreement guaranteed payout at greater of actual or target for 2024; actual bonus paid $187,744 (114.52%) .
- Long-term incentives (LTI): In 2024, Barnhart received a sign-on RSU grant only (no PSUs for 2024 due to start date); beginning 2025, he participates in 50% PSUs / 50% RSUs like peers .
Detailed annual bonus framework and results:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Before Modifier |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $625.5M | $695.0M | $764.5M | $688.7M | 95.44% . |
| Free Cash Flow | 20% | $132.0M | $165.0M | $198.0M | $235.8M | 200.00% . |
| Compliance | 5% | — | 100% | 100% | Achieved | 100.00% (then reduced by EBITDA modifier) . |
| Final Payout | — | — | — | — | — | ~114.52% (company-wide) . |
PSU design (company-wide, incl. 2024 grants for other NEOs; applicable to Barnhart starting 2025):
| Relative TSR Rank | <25th pct | 25th pct | 50th pct | ≥75th pct |
|---|---|---|---|---|
| PSU Payout | 0% | 50% | 100% | 200% . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | Listed as “—” and “*” (<1% of shares outstanding as of 4/24/2025) . |
| Shares outstanding (for context) | 135,548,146 as of 4/24/2025 . |
| Unvested RSUs outstanding (12/31/2024) | 89,392 RSUs; market value $851,012 at $9.52/share . |
| Options | None disclosed for Barnhart . |
| Vesting schedule (sign-on RSUs) | Vests 1/3 on each of the first, second, and third anniversaries of 9/23/2024 (i.e., 9/23/2025, 9/23/2026, 9/23/2027), subject to continued employment or applicable severance terms . |
| Stock ownership guidelines | Other executive officers: 3x base salary; 5 years to comply; retention of ≥50% of after-tax shares until compliant . |
| Compliance with guidelines | All covered executives are compliant or expected to be within the required timeframe . |
| Hedging/pledging | Prohibited by Insider Trading Policy; no exemptions granted . |
| Clawback | Policy for Recovery of Erroneously Awarded Compensation (Nasdaq/SEC-compliant) adopted Oct 2, 2023; no actions in 2024 . |
| Say-on-pay support (context) | 96.8% support at 2024 annual meeting . |
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Employment agreement | Dated August 1, 2024; COO role effective 9/23/2024 . |
| Base salary | $600,000 (subject to increase) . |
| Annual bonus | Target 100% of base salary starting 2025; 2024 bonus prorated with guaranteed payout at greater of actual or target . |
| Sign-on equity | $1,000,000 RSUs granted at hire; vests in three equal annual installments starting 9/23/2025 . |
| Non-compete / Non-solicit | 18-month non-compete; 24-month non-solicit; indefinite non-disparagement . |
| Severance (no-CIC, “qualifying termination”) | 18 months base salary; 1.5x then-current target annual bonus (installments over 18 months); up to 18 months COBRA at active employee rate; continued vesting of sign-on RSUs for 18 months if termination occurs before 3-year anniversary; release required . |
| Severance (CIC double-trigger within 24 months) | All RSUs vest at termination; performance awards vest based on actual (or target if not determinable); cash severance illustrated below . |
| Severance value illustration (as of 12/31/2024) | No-cause: Cash $900,000; Benefits $22,537; Equity $283,667 → Total $1,206,204 . |
| CIC termination illustration (as of 12/31/2024) | Cash $900,000; Benefits $22,537; Equity $851,012 → Total $1,773,549 . |
| Change-in-control vesting mechanics | 2019 Plan uses double-trigger vesting on CIC; single-trigger vesting prohibited in future officer contracts per governance reforms . |
Vesting Schedules and Potential Selling Pressure
| Award | Grant Value / Shares | Vesting Detail | Dates |
|---|---|---|---|
| COO Sign-On RSUs (2024) | 89,392 RSUs; grant-date fair value $993,145 | Time-based; 1/3 per year over 3 years | Anniversaries of 9/23/2024 (i.e., 9/23/2025, 9/23/2026, 9/23/2027) . |
- Company policy prohibits pledging and hedging, which mitigates leverage- or hedge-driven selling pressure; no exemptions granted to executives .
- As of 12/31/2024, Barnhart held unvested RSUs (no vested share holdings disclosed), so vesting events (and tax withholdings at vest) are the primary foreseeable catalysts, subject to continued employment or severance protections .
Performance & Track Record (Company context during/around tenure)
| KPI (FY2024) | Result |
|---|---|
| Net Revenue | $3.26 billion (↑1.9% YoY) . |
| Adjusted EBITDA | $688.7 million (↑2.7% YoY) . |
| Free Cash Flow | $235.8 million (↑ from $143.2 million in 2023) . |
- Incentive metrics emphasize Adjusted EBITDA, Free Cash Flow, Compliance (annual) and Relative TSR (multi-year PSUs) to align pay with shareholder value drivers .
- Cumulative TSR index context (12/31 values): AHCO $25.35 (2024) vs. S&P Health Care Services Select Industry Index $92.81 and S&P 600 $125.85 from a $100 base at 12/31/2020 .
Compensation Structure Analysis
- Mix and risk: Barnhart’s 2024 package was salary + time-based sign-on RSUs (no PSUs in 2024 due to start date), shifting to a 50% PSU/50% RSU mix in 2025 that increases performance linkage via Relative TSR .
- Annual plan simplicity and rigor: 2024 bonus based on Adjusted EBITDA (75%), Free Cash Flow (20%), and Compliance (5%), with an EBITDA-based modifier; company payout 114.52% reflects FCF outperformance offset by EBITDA under target .
- Governance: No tax gross-ups; double-trigger CIC vesting; robust ownership guidelines; clawback policy compliant with Nasdaq/SEC; hedging/pledging prohibited .
- Peer benchmarking: Committee targets ~50th percentile TDC using a healthcare services peer set; ClearBridge serves as independent advisor .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none disclosed for executives (low alignment risk from collateralized pledges) .
- Clawback: Implemented Oct 2, 2023; no recoveries in 2024 (policy guardrail in place) .
- Single-trigger vesting: Eliminated from future officer contracts as part of 2024 governance reforms (reduces windfall risk) .
- Related-party transactions: Policy in place; no Barnhart-specific related-party transactions disclosed .
- Section 16 compliance: No Barnhart-specific delinquency noted in 2024 (company disclosed a few late filings for others) .
Compensation & Ownership Tables (Barnhart)
| Component | 2024 Amount / Terms |
|---|---|
| Base salary (rate) | $600,000 . |
| Bonus target | 100% of salary (prorated for 2024; standard target effective 2025) . |
| Bonus actual (2024) | $187,744 (114.52% on prorated target $163,934) . |
| Sign-on RSUs (2024) | 89,392 units; vests 1/3 annually over 3 years from 9/23/2024 . |
| Unvested RSU value (12/31/2024) | $851,012 at $9.52/share . |
| Options | None disclosed . |
| Beneficial ownership | “—” and “*” (<1% of shares outstanding) as of 4/24/2025 . |
Employment Terms Summary (Barnhart)
| Provision | No-CIC Qualifying Termination | CIC Double-Trigger Termination (within 24 months) |
|---|---|---|
| Cash severance (illustrative as of 12/31/2024) | $900,000; plus benefits continuation $22,537 . | $900,000; plus benefits continuation $22,537 . |
| Equity treatment | Continued vesting of sign-on RSUs for 18 months if before 3rd anniversary . | Full vesting of RSUs; performance awards at actual/target as specified . |
| COBRA | Up to 18 months at active employee rate . | Included in benefits continuation . |
| Restrictive covenants | 18-month non-compete; 24-month non-solicit; indefinite non-disparagement . | Same . |
Investment Implications
- Alignment and retention: Strong alignment levers—3x salary ownership guideline with 5-year compliance window, prohibited pledging/hedging, and a clawback—paired with double-trigger CIC vesting and meaningful severance should enhance retention and reduce misalignment risk .
- Selling pressure: Primary potential supply events are RSU vestings in 2025–2027; absence of disclosed directly owned shares and prohibition on pledging mitigate forced-selling risk; tax withholding at vest is the main expected flow .
- Pay-for-performance: Shift to 50% PSUs in 2025 increases performance beta via Relative TSR; annual plan centered on EBITDA/FCF aligns with deleveraging and cash generation, which drove 2024 FCF outperformance and a 114.52% payout .
- Execution focus: Barnhart’s deep supply chain background (Cardinal Health, Aramark, Conagra, Diageo) matches AHCO’s operational optimization and cash conversion priorities evidenced in 2024 KPI trends; TSR remains the long-horizon unlock via PSU design .