Pay-Versus-Performance

In accordance with the rules of the SEC, we are disclosing information regarding compensation actually paid to our named executive officers and certain company performance measures for the fiscal years listed below. You should refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for a complete description of how executive compensation relates to our performance and how the Compensation Committee makes decisions. The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Other NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K promulgated by the SEC.

The following table sets forth additional compensation information of our CEO and our other named executive officers along with total shareholder return, net income, and Adjusted EBITDA performance results for 2022, 2021 and 2020.

Pay-Versus-Performance Table

Year	Summary Compensation Table Total for CEO ($)(1)(2)	Compensation Actually Paid to CEO ($)(1)(2)	Average Summary Compensation Table for Other NEOs(1)(2) ($)	Average Compensation Actually Paid to Other NEOs(1)(2) ($)	Value of Initial Fixed $100 Investment Based On:		Net Income ($ in millions)	Adjusted EBITDA ($ in millions)(5)
Year	Summary Compensation Table Total for CEO ($)(1)(2)	Compensation Actually Paid to CEO ($)(1)(2)	Average Summary Compensation Table for Other NEOs(1)(2) ($)	Average Compensation Actually Paid to Other NEOs(1)(2) ($)	Total Shareholder Return(3) ($)	S&P Health Care Services Select Industry Index ($)(3)(4)	Net Income ($ in millions)	Adjusted EBITDA ($ in millions)(5)
2022	6,754,639	10,072,293	1,943,041	315,954	201.68	116.36	178.5	342.9
2021	8,418,659	13,139,273	3,292,294	4,992,770	190.62	145.57	139.9	289.8
2020	1,137,554	1,137,554	1,118,132	1,085,922	104.83	133.00	(8.1)	221.7

(1) The CEO and other named executive officers for the applicable years were as follows:

•

2022: Mr. Rademacher (CEO); Mr. Shapiro, Ms. Booker, Mr. Denness, Mr. Smyser (other named executive officers)

•

2021: Mr. Rademacher (CEO); Mr. Shapiro, Ms. Booker, Mr. Denness, Clifford Berman (other named executive officers)

•

2020: Mr. Rademacher (CEO); Mr. Shapiro, Ms. Booker, Mr. Denness, Clifford Berman (other named executive officers)

(2) A reconciliation of Total Compensation from the Summary Compensation Table to Compensation Actually Paid to our CEO and other NEOs is shown below:

	2022		2021		2020
	Mr. Rademacher ($)	Average Non-CEO NEOs ($)	Mr. Rademacher ($)	Average Non-CEO NEOs ($)	Mr. Rademacher ($)	Average Non-CEO NEOs ($)
Total Compensation from SCT	6,754,639	1,943,041	8,418,659	3,292,294	1,137,554	1,118,132
Adjustments for Equity Awards
Adjustment for grant date values in the SCT	(4,250,000)	(1,118,750)	(6,100,000)	(2,062,500)	0	(350,000)
Year-end fair value of unvested awards granted in the current year	6,696,727	1,101,338	10,820,614	3,311,688	0	358,614
Year-over-year difference of year-end fair values for unvested awards granted in prior years	870,928	180,475	0	441,168	0	1,667
Fair values at vest date for awards granted and vested in current year	0	0	0	0	0	0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	0	(38,507)	0	10,120	0	(42,492)
Forfeitures during current year equal to prior year-end fair value	0	(1,751,643)	0	0	0	0
Dividends or dividend equivalents not otherwise included in the total compensation	0	0	0	0	0	0
Total Adjustments for Equity Awards	3,317,654	(1,627,088)	4,720,614	1,700,476	0	(32,210)
Compensation Actually Paid (as calculated)	10,072,293	315,954	13,139,273	4,992,770	1,137,554	1,085,922

(3) Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table.

(4) Our peer group for the total shareholder return calculation is the S&P Health Care Services Select Industry Index, which is the industry index used to show our performance in the 2022 Form 10-K.

(5) Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our named executive officers for 2022 to our company’s performance, is adjusted EBITDA. For these purposes, we define adjusted EBITDA, which is a non-GAAP figure, as net income before net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, and restructuring, integration and other expenses.

Named Executive Officers, Footnote [Text Block]

The CEO and other named executive officers for the applicable years were as follows:

•

2022: Mr. Rademacher (CEO); Mr. Shapiro, Ms. Booker, Mr. Denness, Mr. Smyser (other named executive officers)

•

2021: Mr. Rademacher (CEO); Mr. Shapiro, Ms. Booker, Mr. Denness, Clifford Berman (other named executive officers)

•

PEO Total Compensation Amount

$ 6,754,639

$ 8,418,659

$ 1,137,554

Adjustment To PEO Compensation, Footnote [Text Block]

A reconciliation of Total Compensation from the Summary Compensation Table to Compensation Actually Paid to our CEO and other NEOs is shown below:

	2022		2021		2020
	Mr. Rademacher ($)	Average Non-CEO NEOs ($)	Mr. Rademacher ($)	Average Non-CEO NEOs ($)	Mr. Rademacher ($)	Average Non-CEO NEOs ($)
Total Compensation from SCT	6,754,639	1,943,041	8,418,659	3,292,294	1,137,554	1,118,132
Adjustments for Equity Awards
Adjustment for grant date values in the SCT	(4,250,000)	(1,118,750)	(6,100,000)	(2,062,500)	0	(350,000)
Year-end fair value of unvested awards granted in the current year	6,696,727	1,101,338	10,820,614	3,311,688	0	358,614
Year-over-year difference of year-end fair values for unvested awards granted in prior years	870,928	180,475	0	441,168	0	1,667
Fair values at vest date for awards granted and vested in current year	0	0	0	0	0	0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	0	(38,507)	0	10,120	0	(42,492)
Forfeitures during current year equal to prior year-end fair value	0	(1,751,643)	0	0	0	0
Dividends or dividend equivalents not otherwise included in the total compensation	0	0	0	0	0	0
Total Adjustments for Equity Awards	3,317,654	(1,627,088)	4,720,614	1,700,476	0	(32,210)
Compensation Actually Paid (as calculated)	10,072,293	315,954	13,139,273	4,992,770	1,137,554	1,085,922

Non-PEO NEO Average Compensation Actually Paid Amount

$ 315,954

4,992,770

1,085,922

Compensation Actually Paid vs. Net Income [Text Block]

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Total Shareholder Return Vs Peer Group [Text Block]

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Total Shareholder Return Amount

$ 201.68

190.62

104.83

Net Income (Loss)

$ 178,500,000

$ 139,900,000

$ (8,100,000)

PEO Name

Mr. Rademacher

Pay vs Performance Disclosure [Table]

Non-GAAP Measure Description [Text Block]

Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our named executive officers for 2022 to our company’s performance, is adjusted EBITDA. For these purposes, we define adjusted EBITDA, which is a non-GAAP figure, as net income before net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, and restructuring, integration and other expenses.