SecProbe.io

September 20, 2024
Suzanne Foster
Chief Executive Officer and Director
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Definitive Proxy Statement on Schedule 14A
Filed April 26, 2024
File No. 001-38399
Dear Suzanne Foster:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 69
1.It appears that you have included net income (loss) attributable to AdaptHealth Corp. in
column (h) of your pay versus performance table in lieu of net income as required by Item
402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your
audited GAAP financial statements, in column (h) for all years covered by the table. Refer
to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that
you may voluntarily provide supplemental measures of net income or financial
performance, so long as any additional disclosure is “clearly identified as supplemental,
not misleading, and not presented with greater prominence than the required disclosure.”
See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8, 2022)] at Section II.F.3.
We note that you have included Adjusted EBITDA, a non-GAAP measure, as your
Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While 2.

September 20, 2024
Page 2
Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e) of
Regulation S-K, you must disclose how the measure is calculated from your audited
financial statements. Please tell us and revise future disclosure to explain how your
Company-Selected Measure is calculated from your audited financial statements. If the
disclosure appears in a different part of the definitive proxy statement, you may satisfy the
disclosure requirement by a cross-reference thereto; however, incorporation by reference
to a separate filing will not satisfy this disclosure requirement.
3.Refer to the reconciliation table on page 70. It is unclear what amounts are reflected in the
row titled “Fair value of equity compensation that vested during the year.” Specifically,
Items 402(v)(2)(iii)(C)(1)(iii) and (iv) of Regulation S-K require two different
calculations for equity awards that vest within the covered fiscal year; however, it is
unclear whether this row reflects vested awards that were granted in the same year, a prior
year, or both. Please note that disclosure under Items 402(v)(2)(iii)(C)(1)(i) – (vi) of
Regulation S-K must show separate calculations for each amount deducted and added and
may not aggregate steps. Refer to Regulation S-K Compliance and Disclosure
Interpretation 128D.04. Please tell us and revise future filings, as applicable, to show each
of the amounts added and subtracted for equity awards that vest in each covered fiscal
year.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at 202-551-3783 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program