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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 CareMax, Inc. 10-K 12/31/23 105:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.39M
2: EX-21.1 Subsidiaries List HTML 35K
3: EX-23.1 Consent of Expert or Counsel HTML 31K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 44K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
10: R1 Document and Entity Information HTML 113K
11: R2 Consolidated Balance Sheets HTML 139K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
13: R4 Consolidated Statements of Operations HTML 122K
14: R5 Consolidated Statements of Operations HTML 32K
(Parenthetical)
15: R6 Consolidated Statements of Changes in Stockholders HTML 76K
Equity
16: R7 Consolidated Statements of Changes in HTML 32K
Stockholders' Equity (Parenthetical)
17: R8 Consolidated Statements of Cash Flows HTML 160K
18: R9 Description of Business and Going Concern HTML 49K
19: R10 Summary of Significant Accounting Policies HTML 123K
20: R11 Accounts Receivable HTML 91K
21: R12 Acquisitions HTML 97K
22: R13 Reinsurance HTML 38K
23: R14 Goodwill and Other Intangible Assets HTML 125K
24: R15 Property and Equipment HTML 60K
25: R16 Debt and Related Party Debt HTML 91K
26: R17 Stockholders' Equity HTML 72K
27: R18 Stock-Based Compensation HTML 118K
28: R19 Net Loss Per Share HTML 75K
29: R20 Fair Value Measurements HTML 169K
30: R21 Related Party Transactions HTML 56K
31: R22 Leases HTML 113K
32: R23 Income Taxes HTML 123K
33: R24 Commitments and Contingencies HTML 36K
34: R25 Variable Interest Entities HTML 53K
35: R26 Subsequent Events HTML 37K
36: R27 Summary of Significant Accounting Policies HTML 175K
(Policies)
37: R28 Summary of Significant Accounting Policies HTML 36K
(Tables)
38: R29 Accounts Receivable (Tables) HTML 94K
39: R30 Acquisitions (Tables) HTML 85K
40: R31 Goodwill and Other Intangible Assets (Tables) HTML 127K
41: R32 Property and Equipment (Tables) HTML 57K
42: R33 Debt and Related Party Debt (Tables) HTML 71K
43: R34 Stock-Based Compensation (Tables) HTML 108K
44: R35 Net Loss Per Share (Tables) HTML 75K
45: R36 Fair Value Measurements (Tables) HTML 155K
46: R37 Leases (Tables) HTML 113K
47: R38 Income Taxes (Tables) HTML 117K
48: R39 Variable Interest Entities (Tables) HTML 51K
49: R40 Description of Business and Going Concern - HTML 71K
Additional Information (Details)
50: R41 Summary of Significant Accounting Policies - HTML 80K
Additional Information (Details)
51: R42 Summary of Significant Accounting Policies - HTML 50K
Summary of Estimated Useful Lives of Property and
Equipment (Details)
52: R43 Accounts Receivable - Schedule of Accounts HTML 44K
Receivable Net, and Risk Settlement Liabilities
(Details)
53: R44 Accounts Receivable - Summary of Changes HTML 44K
Recognized in Prior Year Estimates (Details)
54: R45 Accounts Receivable - Schedule of Revenues and HTML 52K
Accounts Receivable Balances for Payors Comprising
10% or More of Revenue (Details)
55: R46 Acquisitions - Additional Information (Details) HTML 88K
56: R47 Acquisitions - Summary of Purchase Consideration HTML 49K
(Details)
57: R48 Acquisitions - Summary of Purchase Consideration HTML 46K
(Parenthetical) (Details)
58: R49 Acquisitions - Summary of Initial and Final Fair HTML 68K
Value of Assets Acquired and Liabilities Assumed
(Details)
59: R50 Acquisitions - Summary of Unaudited Pro-Forma HTML 36K
Information (Details)
60: R51 Reinsurance - Additional Information (Details) HTML 39K
61: R52 Goodwill and Other Intangible Assets - Summary of HTML 42K
Changes in Carrying Amount of Goodwill (Details)
62: R53 Goodwill and Other Intangible Assets - Summary of HTML 56K
Gross Carrying Amount and Accumulated Amortization
of Intangible Assets by Major Class (Details)
63: R54 Goodwill and Other Intangible Assets - Additional HTML 42K
Information (Details)
64: R55 Goodwill and Other Intangible Assets - Schedule of HTML 46K
Estimated Amortization for Intangible Assets
(Details)
65: R56 Property and Equipment - Summary of Property and HTML 55K
Equipment (Details)
66: R57 Property and Equipment - Summary of Property and HTML 32K
Equipment (Parenthetical) (Details)
67: R58 Property and Equipment - Additional Information HTML 33K
(Details)
68: R59 Debt and Related Party Debt - Summary of Debt HTML 59K
(Details)
69: R60 Debt and Related Party Debt - Summary of Debt HTML 40K
(Parenthetical) (Details)
70: R61 Debt and Related Party Debt - Additional HTML 124K
Information (Details)
71: R62 Debt and Related Party Debt - Summary of Future HTML 50K
Maturities of Debt Outstanding (Details)
72: R63 Stockholders' Equity - Additional information HTML 90K
(Details)
73: R64 Stockholders' Equity - Redeemable Warrants HTML 47K
(Details)
74: R65 Stockholders' Equity - Contingent Consideration HTML 71K
(Details)
75: R66 Stock-Based Compensation - Additional Information HTML 70K
(Details)
76: R67 Stock-Based Compensation - Summary of RSUs HTML 60K
Activity (Details)
77: R68 Stock-Based Compensation - Summary of PSUs HTML 55K
Activity (Details)
78: R69 Stock-Based Compensation - Assumptions Used to HTML 51K
Calculate Fair Value of PSUs (Details)
79: R70 Stock-Based Compensation - Summary of Options HTML 43K
Activity (Details)
80: R71 Stock-Based Compensation - Assumptions Used to HTML 50K
Calculate Fair Value of Options (Details)
81: R72 Net Loss Per Share - Summary of Calculation of HTML 61K
Basic and Diluted Net Loss Per Share (Details)
82: R73 Net Loss Per Share - Potentially Dilutive HTML 48K
Outstanding Securities Excluded from Computation
of Diluted Net Loss Per Share (Details)
83: R74 Net Loss Per Share - Potentially Dilutive HTML 34K
Outstanding Securities Excluded from Computation
of Diluted Net Loss Per Share (Parenthetical)
(Details)
84: R75 Fair Value Measurements - Schedule of Assets and HTML 49K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
85: R76 Fair Value Measurements - Additional Information HTML 53K
(Details)
86: R77 Fair Value Measurements - Schedule of Quantitative HTML 49K
Information of Level 3 Fair Value Measurements
Inputs (Details)
87: R78 Fair Value Measurements - Schedule of Activity of HTML 40K
the Level 3 Liabilities Measured at Fair Value
(Details)
88: R79 Fair Value Measurements - Schedule of Measured at HTML 45K
Fair Value on Nonrecurring Basis (Details)
89: R80 Related Party Transactions - Additional HTML 79K
Information (Details)
90: R81 Leases - Additional Information (Details) HTML 53K
91: R82 Leases - Location of Finance Lease Right-of-use HTML 39K
Assets and Lease Liabilities in Company's
Consolidated Balance Sheet (Details)s
92: R83 Leases - Schedule of Lease Costs (Details) HTML 45K
93: R84 Leases - Schedule of Maturities of Operating and HTML 70K
Finance Lease Liabilities (Details)
94: R85 Leases - Schedule of Other Information Related to HTML 47K
Lease Agreements (Details)
95: R86 Income Taxes - Components of Income Tax Benefit HTML 43K
(Details)
96: R87 Income Taxes - Summary of Reconciliation Between HTML 49K
Effective Tax Rate (Details)
97: R88 Income Taxes - Summary of Deferred Tax Assets and HTML 63K
Liabilities (Details)
98: R89 Income Taxes - Additional Information (Details) HTML 56K
99: R90 Variable Interest Entities - Schedule of Assets HTML 63K
and liabilities of PCs and Care Optical (Details)
100: R91 Subsequent Events - Additional Information HTML 40K
(Details)
102: XML IDEA XML File -- Filing Summary XML 201K
105: XML XBRL Instance -- cmax-20231231_htm XML 2.90M
101: EXCEL IDEA Workbook of Financial Report Info XLSX 216K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.37M
Linkbases Document -- cmax-20231231
103: JSON XBRL Instance as JSON Data -- MetaLinks 665± 1.07M
104: ZIP XBRL Zipped Folder -- 0000950170-24-032506-xbrl Zip 718K
| EX-97.1 |
Exhibit 97.1
CAREMAX, INC.
POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION
Introduction
The Board of Directors (the “Board”) of CareMax, Inc. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and Nasdaq Stock Market (“Nasdaq”) listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
Administration
This Policy shall be administered by the Compensation Committee (the “Compensation Committee”) of the Board. Any determinations made by the Compensation Committee shall be final and binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Board or Compensation Committee may amend this Policy from time to time in its discretion.
Covered Executives
This Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”). This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives.
Recoupment Upon Financial Restatement
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below.
No-Fault Recovery
Recoupment under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.
Compensation Subject to Recovery; Enforcement
This Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure, is not subject to this Policy.
In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the Recovery Period (as defined below) based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Compensation Committee. For purposes of this Policy, “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results from a change in the Company’s fiscal year (as set forth in Section 5608(b)(i)(D) of the Nasdaq Listing Rules). The date on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required
to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement.
For Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Compensation Committee shall determine the amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that estimate and provide it to Nasdaq.
Incentive-Based Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation, including but not limited to by collecting from the Executive cash payments or shares of Company common stock from or by forfeiting any amounts that the Company owes to the Executive. Executives shall be solely responsible for any tax consequences to them that result from the recoupment or recovery of any amount pursuant to this Policy, and the Company shall have no obligation to administer the Policy in a manner that avoids or minimizes any such tax consequences.
No Indemnification
The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Policy or any claims relating to the Company’s enforcement of rights under this Policy.
Exceptions
The compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. The Compensation Committee (or a majority of independent directors serving on the Board) may determine not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to Nasdaq), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to Nasdaq, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Other Remedies Not Precluded
The exercise by the Compensation Committee of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies that the Company, the Board or the Compensation Committee may have with respect to any Executive subject to this Policy, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), regulation or pursuant to the terms of any other policy of the Company, employment agreement, equity award, cash incentive award or other agreement applicable to an Executive. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive-Based Compensation under this Policy and any other such rights or remedies.
Acknowledgment
To the extent required by the Compensation Committee, each Executive shall be required to sign and return to the Company the acknowledgement form attached hereto as Exhibit A pursuant to which such Executive will agree to be bound by the terms of, and comply with, this Policy. For the avoidance of doubt, each Executive shall be fully bound by, and must comply with, the Policy, whether or not such Executive has executed and returned such acknowledgment form to the Company.
Effective Date and Applicability
This Policy has been adopted by the Board on November 28, 2023, and shall apply to any Incentive-Based Compensation that is received by an Executive on or after October 2, 2023.
EXHIBIT A
DODD-FRANK COMPENSATION CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges, confirms and agrees that the undersigned: (i) has received and reviewed a copy of the Policy; (ii) is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company; and (iii) will abide by the terms of the Policy, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Policy, as determined by the Compensation Committee in its sole discretion.
Sign: _____________________________
Name: [Employee]
Date: _____________________________
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/18/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/28/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/24 CareMax, Inc. 10-K/A 12/31/23 10:3.3M Donnelley … Solutions/FA |