AdaptHealth Corp. appointed new CEO

Item 5.02(b) and (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 8, 2023, AdaptHealth Corp. (the "Company") and Stephen P. Griggs, Chief Executive Officer of the Company, mutually agreed that Mr. Griggs will resign as Chief Executive Officer of the Company, effective as of 11:59 p.m. E.D.T. on June 30, 2023 (or the date of his death or "disability" if earlier) (the effective date of his resignation being, the "Separation Date"). It is further agreed that Mr. Griggs will not stand for reelection as a member of the Company's Board of Directors (the "Board") at the Company's annual meeting currently scheduled for June 21, 2023.


In connection with Mr. Griggs' resignation, the Company entered into a transition letter agreement with Mr. Griggs, dated May 8, 2023 (the "Transition Agreement"), pursuant to which Mr. Griggs will continue to serve as the Chief Executive Officer of the Company until the Separation Date or until such earlier time that a new chief executive officer is appointed. If a new chief executive officer is appointed prior to the Separation Date, Mr. Griggs will serve as an advisor through the Separation Date and his primary responsibility will be to assist in the smooth transition of his duties, responsibilities and business relationships to the new chief executive officer.


Subject to Mr. Griggs' continuous employment with the Company through, and provided that "cause" does not exist as of, the Separation Date, Mr. Griggs is eligible to receive the following separation benefits pursuant to the Transition Agreement: (i) the contractual severance benefits that Mr. Griggs would have been entitled to receive pursuant to his existing employment agreement (the "Employment Agreement") in connection with a resignation by Mr. Griggs for "good reason," (ii) a pro rata percentage of the portion of the annual bonus for the 2023 fiscal year that is based on individual performance, as assessed through the Separation Date, payable on or prior to August 15, 2023, (iii) a pro rata percentage of the portion of the annual bonus for the 2023 fiscal year that is based on the level of achievement of the Company's adjusted EBITDA and free cash flow goals for the 2023 fiscal year, payable at the same time as annual bonuses are paid to senior executives of the Company, (iv) full vesting of any outstanding equity awards subject exclusively to time-based vesting criteria, and (v) continued eligibility to vest in any outstanding equity awards subject to performance-based vesting criteria without regard to any continued employment or service conditions. Mr. Griggs' receipt of the foregoing separation benefits is further subject to his satisfaction of the terms and conditions of his receipt of the severance benefits under the Employment Agreement, including, without limitation, his timely execution and non-revocation of a release of claims and continued compliance with his restrictive covenants.


The foregoing description of the Transition Agreement is qualified in its entirety by reference to the complete text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.


The Company's Board is working with a leading executive search firm to identify a new chief executive officer and is considering several qualified candidates. Richard Barasch, Chairman of the Board, is expected to serve as interim chief executive officer if a successor to Mr. Griggs is not appointed by the time of his departure.