QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

 

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Annual Meeting. The following questions and answers may not include all the information that is important to CareMax stockholders. CareMax urges stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

 

Q:	Why am I receiving this proxy statement?

 

A:

The Board of Directors (the “Board”) of CareMax is providing these proxy materials to you in connection with our Annual Meeting, which will take place via live audio webcast on November 2, 2022, at 8:00 AM, Eastern time. As a stockholder, you are invited to attend the Annual Meeting and requested to vote on the items of business described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy over the Internet, by telephone, or by mail.

This proxy statement and its annexes contain important information about the matters to be acted upon at the Annual Meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

 

Q:	What is being voted on?

 

A:	Below are the proposals on which CareMax stockholders are being asked to vote.

 

1.

To elect to our Board three Class I directors for three-year terms (Proposal No. 1);

 

2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2);

 

3.

To consider and vote upon the Nasdaq Stock Issuance Proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a), the issuance of shares of Class A Common Stock of CareMax and shares of Series A Preferred Stock of CareMax (together, the “Stock Issuance”) as partial consideration for the Acquisition of Steward Value-Based Care, as described in more detail in the accompanying proxy statement under the heading titled “Proposal No. 3 - Approval of the Nasdaq Stock Issuance Proposal” (Proposal No. 3); and

 

4.

To consider and vote upon the Adjournment Proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Nasdaq Stock Issuance Proposal (Proposal No. 4).

The Adjournment Proposal will only be presented at the Annual Meeting if there are not sufficient votes to approve the Nasdaq Stock Issuance Proposal.

Additionally, stockholders are entitled to vote on such other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof.

We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those included in the proxy materials. If any matter is properly presented at the meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.

 

Q:	Why is CareMax proposing the Nasdaq Stock Issuance Proposal?

 

A:

CareMax is proposing the Nasdaq Stock Issuance Proposal in order to comply with Nasdaq Listing Rule 5635(a). Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities “in connection with” the acquisition of the stock or assets of another company, where due to the present or potential issuance of common stock (or securities convertible into or exercisable for common stock), other than a public offering for cash, the common stock to be issued (a) constitutes voting power in excess of 20% of the outstanding voting power prior to the issuance or (b) is or will be in excess of 20% of the outstanding common stock prior to the issuance.

 

		2022 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

Because CareMax may issue 20% or more of the outstanding CareMax Class A Common Stock in connection with the Acquisition, it is required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rule 5635(a). For more information, please see the section entitled “Proposal No. 3 - Approval of the Nasdaq Stock Issuance Proposal.”

 

Q:	What happens if I sell my shares of CareMax Class A Common Stock before the Annual Meeting?

 

A:

The Record Date for the Annual Meeting is earlier than the date of the Annual Meeting. If you transfer your shares of CareMax Class A Common Stock after the Record Date, but before the Annual Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Annual Meeting. If you transfer your shares of CareMax Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Annual Meeting.

 

Q:	What vote is required to approve the proposals presented at the Annual Meeting?

 

A:

Proposal 1: Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022, requires the affirmative vote of a majority of the votes cast by holders of CareMax Class A Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Accordingly, a CareMax stockholder’s abstention, failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Annual Meeting or the failure of a CareMax stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will, assuming a valid quorum is established, have no effect on the outcome of the vote on Proposal 2.

Proposal 3: The approval of the Nasdaq Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of CareMax Class A Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Accordingly, a CareMax stockholder’s abstention, failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Annual Meeting or a broker non-vote will, assuming a valid quorum is established, have no effect on the outcome of the vote on Proposal 3, the Nasdaq Stock Issuance Proposal.

Proposal 4: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of CareMax Class A Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Accordingly, a CareMax stockholder’s abstention, failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Annual Meeting or a broker non-vote will, assuming a valid quorum is established, have no effect on the outcome of the vote on Proposal 4, the Adjournment Proposal.

 

Q:	How many votes do I have?

 

A:	CareMax stockholders are entitled to one vote at the Annual Meeting for each share of CareMax Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were 87,396,972 outstanding shares of CareMax Common Stock.

 

Q:	What constitutes a quorum?

 

A:

Holders of a majority in voting power of CareMax Class A Common Stock outstanding and entitled to vote at the Annual Meeting, present in person (which would include presence at a virtual meeting) or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting will have power to adjourn the Annual Meeting. As of the Record Date for the Annual Meeting, 43,698,487 shares of CareMax Class A Common Stock would be required to achieve a quorum.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

Q:	How will CareMax’s directors, officers and certain other investors vote?

 

A:

In connection with the Acquisition, Deerfield Partners, L.P. (“Deerfield Partners”) entered into a Support Agreement, pursuant to which it has agreed to vote its shares of CareMax Class A Common Stock in favor of the Nasdaq Stock Issuance Proposal (as described in the section entitled “Certain Relationships and Related Party Transactions - Transactions with Deerfield Partners.”). As of the Record Date, Deerfield Partners beneficially owned, in aggregate, approximately 18.1% of the outstanding shares of our common stock (excluding 2,830,333 shares of Class A Common Stock underlying an equal number of warrants held directly by Deerfield Partners). It is also expected that our directors and executive officers will vote in favor of the proposals to be voted on by CareMax stockholders at the Annual Meeting.

 

Q:	When is the Acquisition expected to be completed?

 

A:	It is currently anticipated that the Acquisition will be consummated promptly following the Annual Meeting, provided that all other conditions to the consummation of the Acquisition have been satisfied or waived.

 

Q:	What conditions must be satisfied to complete the Acquisition?

 

A:

There are a number of closing conditions in the Merger Agreement, including that CareMax stockholders have approved the Nasdaq Stock Issuance Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Acquisition, see the section entitled “Information About The Merger Agreement.”

 

Q:	What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement, including the annexes. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:	How do I vote my shares at the Annual Meeting?

 

A:

Shares of CareMax Class A Common Stock held directly in your name as the stockholder of record of such shares as of the close of business on October 3, 2022, the Record Date, may be voted electronically at the Annual Meeting. If you choose to attend the Annual Meeting, you will need to visit www.proxydocs.com/CMAX and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following instructions available on the meeting website during the meeting. If you are a beneficial owner of shares of CareMax Class A Common Stock but not the stockholder of record of such shares, you will also need proof of stock ownership to be admitted in the Annual Meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you will not be permitted to vote electronically at the Annual Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Annual Meeting.

 

Q:	How do I vote my shares without attending the Annual Meeting?

 

A:

If you are a stockholder of record of shares of CareMax Class A Common Stock as of the Record Date, you can vote by proxy via the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

 

Q:	What will happen if I abstain from voting or fail to vote at the Annual Meeting?

 

A:

A properly executed proxy marked “ABSTAIN” with respect to a particular proposal will count as present for purposes of determining whether a quorum is present. The failure to vote in person (which would include presence at a virtual meeting) or by proxy, abstentions and broker non-votes will have no effect on the outcomes of any of the proposals.

 

		2022 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:	The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.

 

•

If you are a stockholder of record, your shares will be voted in accordance with the recommendations of our Board.

 

•

If you are a beneficial owner and you do not provide instructions to your bank, brokerage firm, or other nominee holding your shares, the organization that holds such shares on your behalf will be entitled to vote those shares on matters that are “routine” in nature. Proposal 2 (ratification of independent registered public accounting firm) is the only proposal to be acted on at the Annual Meeting that would be considered “routine.” A bank, brokerage firm, or other nominee is not entitled to vote shares it holds for a beneficial owner on any proposals that are “non-routine” and the absence of a vote on those matters will be considered “broker non-votes.”

 

Q:	How can I attend the Annual Meeting?

 

A:

You may attend the Annual Meeting and vote your shares in person online during the Annual Meeting via live webcast by visiting www.proxydocs.com/CMAX. As a registered stockholder, you received a proxy card from the Transfer Agent, which contains instructions on how to attend the Annual Meeting in person online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Annual Meeting. If you do not have your 12-digit meeting control number, contact our proxy solicitor MacKenzie Partners, Inc. (“MacKenzie”) at 800-322-2285, or proxy@mackenziepartners.com. Please note that you will not be able to physically attend the Annual Meeting in person, but may attend the Annual Meeting in person online by following the instructions below.

You can pre-register to attend the Annual Meeting in person online starting October 7, 2022. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Annual Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the Annual Meeting. CareMax recommends that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

If your shares are held in “street name,” you may attend the Annual Meeting. You will need to contact MacKenzie at the number or email address above to receive a 12-digit meeting control number and gain access to the Annual Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the Annual Meeting for processing your 12-digit meeting control number.

 

Q:	If I am not going to attend the Annual Meeting, should I return my proxy card instead?

 

A:

Yes. Whether you plan to attend the Annual Meeting or not, please read this entire proxy statement carefully, and vote your shares by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

 

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to “non-routine” matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. CareMax believes Proposal 1 (election of directors), Proposal 3 (Nasdaq Stock Issuance Proposal) and Proposal 4 (Adjournment Proposal) presented to the stockholders will be considered “non-routine” and therefore your broker, bank, or nominee cannot vote your shares without your instruction with respect to such proposals. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares with respect to such proposals; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

of determining the number of votes cast at the Annual Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:	Yes. If you are a stockholder of record of CareMax Class A Common Stock as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

 

•

submit a new proxy card bearing a later date;

 

•

give written notice of your revocation to CareMax’s Corporate Secretary, which notice must be received by CareMax’s Corporate Secretary prior to the vote at the Annual Meeting; or

 

•

vote electronically at the Annual Meeting by visiting and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Annual Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:	Who will solicit and pay the cost of soliciting proxies for the Annual Meeting?

 

A:

The Company will pay the cost of soliciting proxies for the Annual Meeting. The Company has engaged MacKenzie to assist in the solicitation of proxies for the Annual Meeting. The Company has agreed to pay MacKenzie a fee of $12,500, and will reimburse MacKenzie for its reasonable out-of-pocket expenses and indemnify MacKenzie and its affiliates against certain claims, expenses, losses, damages, liabilities, and judgments. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of CareMax Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of CareMax Class A Common Stock and in obtaining voting instructions from those owners. The Company’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	Who can answer my questions about voting my shares?

 

A:	If you have any questions about how to vote or direct a vote in respect of your shares of CareMax Class A Common Stock, you may call MacKenzie, our proxy solicitor, at (800) 322-2885.

 

		2022 PROXY STATEMENT

SUMMARY OF THE STOCK ISSUANCE

 

 

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the Nasdaq Stock Issuance Proposal and the other proposals to be considered at the Annual Meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

The Stock Issuance, Nasdaq Requirement for Approval

CareMax’s Class A Common Stock is listed on the Nasdaq Global Select Market and it is subject to the Listing Rules of the Nasdaq Stock Market LLC (“Nasdaq”). Although we are not required to obtain stockholder approval of the Merger Agreement, we are required under Nasdaq Listing Rule 5635(a) to seek stockholder approval of the proposed issuance of the share-based portion of the merger consideration, as such issuance is in an amount in excess of 20% of our issued and outstanding shares of common stock as of the Record Date.

If Proposal No. 3 is approved, upon the closing of the Acquisition, CareMax would issue (i) 23,500,000 shares of CareMax Class A Common Stock, subject to a true-up within five (5) business days following June 30, 2023 (the “Initial Share Consideration”) and (ii) shares of CareMax Series A Preferred Stock. The shares of Series A Preferred Stock issued will provide for voting rights to the equityholders of Seller (as defined below) until the earlier of (i) the two year anniversary of the closing date of the Acquisition (the “Closing Date”) and (ii) the issuance of the Earnout Share Consideration (as defined below), in an amount equivalent to the voting rights of the Earnout Share Consideration distributable to such Seller equityholders on certain discrete matters where such Seller equityholders are permitted to vote the Company’s securities in their discretion under the Investor Rights Agreement (as defined below). In addition, if Proposal No. 3 is approved, upon the Company’s effective conversion of 100,000 Medicare patients from the Medicare value-based care business of Steward Health Care System to risk-based, value-based care arrangements with a Medical Expense Ratio of less than 85% for two consecutive calendar quarters, the Company will issue a number of shares of CareMax Class A Common Stock (the “Earnout Share Consideration” and together with the Initial Share Consideration, the “Share Consideration”) that, when added to the Initial Share Consideration, would have represented 41% of the issued and outstanding shares of the Company’s Class A Common Stock as of the Closing Date, in each case after giving effect to issuances of Class A Common Stock between the Closing Date and June 30, 2023 in connection with the exercise of warrants to purchase Class A Common Stock outstanding as of the Closing Date, the potential earnout under the Company’s June 2021 business combination and any forfeitures, surrenders or other dispositions to the Company of Class A Common Stock outstanding as of the Closing Date.

It is important that you understand that we are not required to, nor are we seeking, stockholder approval of the Acquisition of Steward Value-Based Care, or the related Merger (as defined below) and Merger Agreement. Rather, we are seeking stockholder approval for the purposes of complying with the Nasdaq Listing Rules relating to the issuance of shares of Class A Common Stock and Series A Preferred Stock as partial consideration for the Acquisition of Steward Value-Based Care.

Parties to the Mergers

CareMax, Inc., a Delaware corporation (“CareMax” or the “Company”)

Sparta Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company formed solely for the purpose of consummating the Merger (“Merger Sub I”).

Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company formed solely for the purpose of consummating the Merger (“Merger Sub II”).

Sparta Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company formed solely for the purpose of consummating the Merger (“Merger Sub III” and, together with Merger Sub I and Merger Sub II, “Merger Subs” and each a “Merger Sub”).

Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company formed solely for the purpose of consummating the Merger (“Merger LLC I”).

 

8

SUMMARY OF THE STOCK ISSUANCE

 

Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company formed solely for the purpose of consummating the Merger (“Merger LLC II”).

Sparta Merger Sub III LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company formed solely for the purpose of consummating the Merger (“Merger LLC III” and, together with Merger LLC I and Merger LLC II, “Merger LLCs” and each a “Merger LLC”).

Sparta Sub Inc., a Delaware corporation, which owns certain assets pertaining to the Steward Value-Based Care business (“SACN Holdco”).

SNCN Holdco Inc., a Delaware corporation, which owns certain assets pertaining to the Steward Value-Based Care business (“SNCN Holdco”).

SICN Holdco Inc., a Delaware corporation, which owns certain assets pertaining to the Steward Value-Based Care business (“SICN Holdco” and, collectively with SACN Holdco and SNCN Holdco, the “Targets”).

Sparta Holding Co. LLC, a Delaware limited liability company (the “Seller”).

Steward Health Care System LLC, a Delaware limited liability company (“Parent” and, together with the Seller, the “Seller Parties”).

The Merger Agreement provides that the parties will concurrently merge (i) Merger Sub I with and into SACN Holdco, with SACN Holdco as the surviving corporation, (ii) Merger Sub II with and into SNCN Holdco, with SNCN Holdco as the surviving corporation and (iii) Merger Sub III with and into SICN Holdco, with SICN Holdco as the surviving corporation (subclauses (i), (ii), and (iii), collectively, the “Initial Merger”). Immediately following the Initial Merger, the parties will merge (i) SACN Holdco with and into Merger LLC I, with Merger LLC I as the surviving company, (ii) SNCN Holdco with and into Merger LLC II, with Merger LLC II as the surviving company, and (iii) SICN Holdco with and into Merger LLC III, with Merger LLC III as the surviving company (subclauses (i), (ii) and (iii), collectively, the “Final Merger” and, together with the Initial Merger, the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, the Merger LLCs will survive as wholly owned subsidiaries of the Company.

A copy of the Merger Agreement is attached to this proxy statement as Annex A.

Completion of the Merger

It is currently anticipated that the Merger will close as soon as possible after all requisite approvals are obtained and all conditions have been satisfied, or where not prohibited by applicable law, waived.

The Board reserves the right to cancel or defer the timing of the Merger, even if CareMax’s stockholders vote to approve the Stock Issuance and the other conditions to completion of the Merger are satisfied or waived, if the Board determines that the Merger is no longer advisable and in the best interests of CareMax and its stockholders.

Risk Factors (starting on page 69)

Before voting on any of the proposals described in this proxy statement, you should carefully consider all of the information contained in this proxy statement, as well as the specific risk factors under the heading titled “Risk Factors Related to the Acquisition, Merger Agreement” in this proxy statement and our annual report on Form 10-K for the fiscal-year ended December 31, 2021 (the “Annual Report”), which is incorporated by reference herein.

Opinion of the Financial Advisor to CareMax (page 54)

Goldman Sachs & Co. LLC (“Goldman Sachs”) delivered its opinion to the CareMax Board that, as of May 31, 2022 and based upon and subject to the factors and assumptions set forth therein, the aggregate consideration consisting of (i) (a) $25,000,000, plus (b) the Net Pre-Closing Medicare AR (as defined in the Merger Agreement), if any, minus (c) the Reorganization Note Amount (as defined in the Merger Agreement), minus (d) Transaction Expenses (as defined in the Merger

 

		2022 PROXY STATEMENT

SUMMARY OF THE STOCK ISSUANCE

 

Agreement and calculated as of immediately prior to the closing of the transaction), minus (e) Indebtedness (as defined in the Merger Agreement and calculated as of immediately prior to the closing of the transaction) (the “Cash Payment”), (ii) 23,500,000 shares of CareMax Class A Common Stock deliverable at the closing of the transaction (the “Initial Share Consideration”), and (iii) the Earnout Share Consideration, if issuable, in accordance with Section 1.13 of the Merger Agreement (together with the Cash Payment and the Initial Share Consideration, the “Consideration”) to be paid for all of the issued and outstanding shares of capital stock of the Targets (as defined in Goldman Sachs’ opinion) was fair from a financial point of view to CareMax.

The full text of the written opinion of Goldman Sachs, dated May 31, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of CareMax’s Board in connection with its consideration of the transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of CareMax’s Common Stock should vote with respect to the stock issuance or any other matter.

Pursuant to an engagement letter between CareMax and Goldman Sachs, CareMax. has agreed to pay Goldman Sachs an aggregate transaction fee of $8.0 million, $3.0 million of which is contingent and payable upon consummation of the transaction, and the remainder of which is contingent upon the payment of the Earnout Consideration (of which $3.0 million is payable upon payment of the Earnout Consideration and $2.0 million is payable twelve months thereafter) in connection with the transaction.

Vote Required to Approve the Stock Issuance (page 39)

Provided a quorum is present at the Annual Meeting, the Nasdaq Stock Issuance Proposal will be approved if it receives the affirmative vote of a majority of the votes cast by the holders of Class A Common Stock, voting together as a single class, as of the Record Date, present in person (which would include presence at a virtual meeting) or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions, broker non-votes and the failure to vote by proxy or in person (which would include presence at a virtual meeting) at the Annual Meeting will have no effect on the approval of this proposal.

Termination of the Merger Agreement (page 68)

The Merger Agreement contains termination rights for each of CareMax and Seller including, without limitation, in the event that (i) the transactions contemplated in the Merger Agreement are not consummated by November 29, 2022, as may be extended by either CareMax or Seller for up to 90 days (the “End Date”); (ii) any governmental entity issues a non-appealable final order permanently enjoining the transactions contemplated in the Merger Agreement; (iii) the CareMax stockholders do not approve the Nasdaq Stock Issuance Proposal; or (iv) the other party materially breaches its representations, warranties or covenants under the Merger Agreement, subject to certain opportunities to cure such breach as set forth in the Merger Agreement.

Effect of the Acquisition on CareMax’s Stockholders (page 39)

If the Nasdaq Stock Issuance Proposal is approved and the Acquisition is consummated, CareMax’s existing stockholders will experience substantial dilution in voting rights upon the issuance of the Share Consideration. As described above, if approved, the share-based merger consideration issuable to existing Seller securityholders will equal approximately 21% of our issued and outstanding securities as of the Closing Date, and approximately 41% of our issued and outstanding securities as of the Closing Date, assuming the Earnout Share Consideration is earned, subject to certain adjustments.

Board of Directors Following the Acquisition (page 61)

Upon the closing of the Acquisition, Dr. Ralph de la Torre, Chief Executive Officer of Steward Health Care System, will have the right to designate one member of CareMax’s Board. If the earnout is achieved, Dr. de la Torre will have the right to designate an additional member of CareMax’s Board at such time.

Recommendation to CareMax Stockholders

Our Board believes that the Nasdaq Stock Issuance Proposal is in the best interests of the Company and its stockholders and unanimously recommends that its stockholders vote “FOR” the Nasdaq Stock Issuance Proposal. In evaluating the Acquisition

 

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SUMMARY OF THE STOCK ISSUANCE

 

and making these determinations and this recommendation, the Board consulted with CareMax’s senior management, CareMax’s financial and legal advisors and considered a number of factors. For more information see “Proposal No. 3 - Approval of the Nasdaq Stock Issuance Proposal.”

CareMax’s Board of Directors’ Reasons for the Approval of the Acquisition

As described under “Proposal No. 3 - Approval the Nasdaq Stock Issuance Proposal” below, our Board, in evaluating the Acquisition, consulted with our management and legal and other advisors in reaching its decision to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the issuance of CareMax Class A Common Stock and Series A Preferred Stock. In making this decision, our Board considered a variety of factors weighing positively and negatively with respect to the Acquisition. In light of the number and wide variety of factors considered in connection with its evaluation of the Acquisition, our Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. Our Board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. For a detailed discussion of the reasoning of the Board, see “Information About the Merger—CareMax’s Reasons for the Acquisition” beginning on page 48 of this proxy statement.

Financial Statements of CareMax

For the historical audited financial statements of CareMax for the fiscal years ended December 31, 2021 and 2020, please see its annual report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference herein, and is included as a part of the proxy materials made available to stockholders for purposes of the Annual Meeting.

For the historical unaudited financial statements of CareMax for the three months ended March 31, 2022 and the three and six months ended June 30, 2022, please see its quarterly reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, respectively, which are incorporated by reference herein.

Financial Statements of Steward Value-Based Care

The audited financial statements of Steward Value-Based Care for the fiscal years ended December 31, 2021 and 2020 and the unaudited financial statements of Steward Value-Based Care for the three and six months ended June 30, 2022 are provided as Annex C.

Pro Forma Financial Statements of the Combined Company

The pro forma financial statements of the combined company in connection with the Acquisition are provided as Annex D.

 

		2022 PROXY STATEMENT

SECURITY OWNERSHIP INFORMATION

 

 

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock as of October 3, 2022 by:

 

•

each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of Class A Common Stock;

 

•

each of our executive officers, directors and director nominees; and

 

•

all executive officers and directors of the Company as a group.

The beneficial ownership percentages set forth in the table below are based on 87,396,972 shares of Class A Common Stock issued and outstanding as of October 3, 2022, plus, with respect to each beneficial owner, the number of shares of our Class A Common Stock such person had the right to acquire within 60 days of October 3, 2022. Beneficial ownership for the purposes of the following table is determined according to the rules and regulations of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In accordance with Rule 13d-3 under the Exchange Act, any securities which are subject to options, warrants, rights or conversion privileges exercisable or convertible into shares of Class A Common Stock within 60 days are deemed to be outstanding solely for the purpose of computing the percentage of outstanding Class A Common Stock owned by the beneficial owner of such securities but shall not be deemed to be outstanding for the purpose of computing the percentage of Class A Common Stock owned by any other person. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock beneficially owned by them.

 

Name of Beneficial Owners(1)		Number of Shares of Class A Common Stock Beneficially Owned				Percentage of Outstanding Class  A Common Stock
Directors and Executive Officers:
Carlos A. de Solo(2)			6,429,526				7.35	%
Alberto de Solo(3)			2,907,029				3.33	%
Kevin Wirges(4)			154,948				*
Beatriz Assapimonwait(5)			15,500				*
Hon. Dr. David J. Shulkin(6)			40,500				*
Randy Simpson(7)			436,563				*
Dr. Jennifer Carter(8)			15,500				*
Jose R. Rodriguez(9)			18,000				*
Dr. Vincent Omachonu(10)			13,500				*
Bryan Cho(11)			3,513,500				3.89	%
All directors and executive officers as a group (10 individuals)			13,544,566				14.93	%
Director Nominees:
Kevin Berg			—				—
Ryan O’Quinn			—				—
Five Percent Holders:
Entities affiliated with Deerfield Management Company, L.P., including Deerfield Partners, L.P. and DFHTA Sponsor LLC(12)			18,691,423				20.72	%

 

12

SECURITY OWNERSHIP INFORMATION

 

Name of Beneficial Owners(1)		Number of Shares of Class A Common Stock Beneficially Owned				Percentage of Outstanding Class  A Common Stock
Entities affiliated with Athyrium Capital Management, LP(13)			4,487,219				5.13	%
Comvest IMC Holdings, LLC(14)			5,290,687				6.05	%
O.M. Investment Group, Inc.(15)			6,400,926				7.32	%
Entities affiliated with Eminence Capital, LP(16)			8,079,616				9.24	%

 

*	Less than one percent

(1)	Unless otherwise indicated, the business address of each of the individuals and entities is 1000 NW 57 Court, Suite 400, Miami, FL 33126.

(2)

Represents (i) 6,400,926 shares of Class A Common Stock held indirectly by Carlos de Solo, his spouse and family trusts through an investment vehicle, O.M. Investment Group, Inc. (“O.M.”), (ii) 14,300 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022 and (iii) 14,300 shares of Class A Common Stock that may be acquired pursuant to the exercise of stock options within 60 days after October 3, 2022.

(3)

Represents (i) 2,894,429 shares of Class A Common Stock held indirectly by Alberto de Solo, his spouse and a family trust through an investment vehicle, C.G.D. Investment Group, (ii) 6,300 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022 and (iii) 6,300 shares of Class A Common Stock that may be acquired pursuant to the exercise of stock options within 60 days after October 3, 2022.

(4)

Represents (i) 146,080 shares of Class A Common Stock previously held by IMC Holdings, LP, a Delaware limited partnership (“IMC Parent”), and distributed to Mr. Wirges as a partner in IMC Parent, (ii) 4,434 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022 and (iii) 4,434 shares of Class A Common Stock that may be acquired pursuant to the exercise of stock options within 60 days after October 3, 2022.

(5)	Represents 15,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022.

(6)	Represents (i) 25,000 Founder Shares (as defined in Certain Relationships and Related Party Transactions below) and (ii) 15,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022.

(7)

Represents (i) 281,309 shares of Class A Common Stock (ii) 139,754 shares of Class A Common Stock underlying an equal number of warrants originally issued as part of units in the Company’s initial public offering (the “IPO”) at an exercise price of $11.50 per share of Class A Common Stock (the “Public Warrants”) and (iii) 15,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022.

(8)	Represents 15,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022.

(9)	Represents (i) 1,500 shares of Class A Common Stock held directly by Jose R. Rodriguez and (ii) 16,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022.

(10)	Represents 13,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022.

(11)

Represents (i) 500,000 Advisor Shares (as defined in Certain Relationships and Related Party Transactions below) held by the Advisor (as defined in Certain Relationships and Related Party Transactions below), (ii) 2,000,000 Series A Warrant Shares (as defined in Certain Relationships and Related Party Transactions below) underlying an equal number of Series A Warrants (as defined in Certain Relationships and Related Party Transactions below) held by the Advisor, (iii) 1,000,000 Series B Warrant Shares (as defined in Certain Relationships and Related Party Transactions below) underlying an equal number of vested Series B Warrants (as defined in Certain Relationships and Related Party Transactions below) held by the Advisor and (iv) 13,500 shares of Class A Common Stock that may be acquired pursuant to restricted stock units within 60 days after October 3, 2022. Excludes 5,000,000 Series B Warrant Shares underlying an equal number of unvested Series B Warrants. As of October 3, 2022, the Advisor did not have the right to acquire such Series B Warrant Shares within 60 days of such date.

(12)

Based solely on a Schedule 13D/A filed on June 2, 2022. Represents (i) 15,811,090 shares of Class A Common Stock held directly by Deerfield Partners; (ii) 2,830,333 shares of Class A Common Stock underlying an equal number of warrants held directly by Deerfield Partners; and (iii) 50,000 shares of Class A Common Stock held directly by Steven Hochberg, an operating partner in Deerfield Management Company, L.P. (“Deerfield Management”), a Delaware series limited partnership (Series C) for the benefit, and at the direction, of Deerfield Management. The address of all entities affiliated with Deerfield Management is 345 Park Avenue South, 12th Floor, New York, New York 10010.

(13)

Based solely on a Schedule 13G filed on February 11, 2022. Consists of 13,194 shares of Class A Common Stock directly held by Athyrium Opportunities III Acquisition LP and 4,474,025 shares of Class A Common Stock directly held by Athyrium Opportunities III Acquisition 2 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP and Athyrium Opportunities III Acquisition 2 LP. Jeffrey A. Ferrell is

 

		2022 PROXY STATEMENT

SECURITY OWNERSHIP INFORMATION

 

President of Athyrium Opportunities Associates III GP LLC and the Managing Member of Athyrium Funds GP Holdings LLC, which is the Managing Member of Athyrium Opportunities Associates III GP LLC, and in his capacity as such may be deemed to exercise shared voting and investment power over the shares owned by Athyrium Opportunities III Acquisition LP and Athyrium Opportunities III Acquisition 2 LP. Jeffrey A. Ferrell and each of the foregoing entities disclaims beneficial ownership of such shares that he or it does not directly own except to the extent of his or its pecuniary interest therein. The business address of each of the foregoing is c/o Athyrium Capital Management, LP, 505 Fifth Avenue, Floor 18, New York, New York 10017.

(14)	Represents 5,290,687 shares of Class A Common Stock previously held by IMC Parent and distributed to Comvest IMC Holdings, LLC as a partner in IMC Parent. The address of Comvest IMC Holdings, LLC is 525 Okeechobee Boulevard, Suite 1010, West Palm Beach, Florida 33401.

(15)	Represents shares of Class A Common Stock held indirectly by Carlos de Solo, his spouse and family trusts through O.M.

(16)

Based solely on a Schedule 13G filed on February 14, 2022. Represents shares owned of record by various investment funds and separately managed accounts for which Eminence Capital, LP (“Eminence Capital”) serves as the management company or investment adviser. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital. Mr. Sandler and Eminence Capital may be deemed to have shared voting and dispositive power over the shares owned of record by such investment funds and separately managed accounts. Each of Mr. Sandler and Eminence Capital expressly disclaims beneficial ownership of such securities. The principal business address of Eminence Capital and its affiliates is 399 Park Avenue, 25th Floor, New York, New York 10022.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and Nasdaq. Such executive officers, directors and stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms that they file. Based on a review of the copies of such reports furnished to the Company and written representations from the Company’s directors and executive officers that no other reports were required, the Company believes that its directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them for the year ended December 31, 2021.

 

14

MANAGEMENT AND CORPORATE GOVERNANCE

 

 

The Board of Directors

The following table sets forth certain information, including ages as of October 3, 2022, of the members of the Company’s Board and director nominees.

 

Name		Age		Position(s)
Carlos A. de Solo		43		Class III Director; Chief Executive Officer
Beatriz Assapimonwait		60		Class II Director
Kevin Berg		52		Director Nominee
Dr. Jennifer Carter		58		Class I Director
Bryan Cho		49		Class III Director
Dr. Vincent Omachonu		68		Class I Director
Ryan O’Quinn		47		Director Nominee
Jose R. Rodriguez		63		Class II Director; Chairman of the Board of Directors
Hon. Dr. David J. Shulkin		63		Class II Director
Randy Simpson		53		Class I Director

The following is a brief biography of each of our directors.

Carlos A. de Solo, has served as our President and Chief Executive Officer, and as a director, since June 8, 2021. Mr. de Solo was a co-founder and the President and Chief Executive Officer of CareMax Medical Group, L.L.C. (“CMG”), and served in those capacities from May 2011 until June 8, 2021. Mr. de Solo has more than 10 years of experience in the healthcare industry. Prior to co-founding CareMax, Mr. de Solo served as Chief Operating Officer and partner of Solera Health Systems, LLC a startup managed healthcare company. Mr. de Solo received a B.B.A. in Accounting and Finance from Florida International University. We believe Mr. de Solo’s experience as co-founder, President and Chief Executive Officer of CMG makes him well qualified to serve as a member of the Board.

Beatriz Assapimonwait, has served as an independent director on the Board since September 14, 2021. She has over 39 years of experience in the managed health care industry. Ms. Assapimonwait was, until August 2021, Regional President for the South Florida region at Humana Inc. (NYSE:HUM), one of the largest private insurance health insurers in the U.S. with a focus on administering Medicare Advantage plans. In her role at Humana Inc., Ms. Assapimonwait was responsible for developing market strategies and leading all market operations for all Medicare lines of business, including HMOs and PPOs for the South Florida region. Prior to her role at Humana, she served as CEO of Family Physicians of Winter Park, Inc., until its acquisition by Humana Inc., where from December 2016 to July 2019, she led the strategic and operational efforts of a global risk MSO with 22 primary clinics in the Central Florida Region. Additionally, she served as the Vice President of Medicare Advantage Prescription Drug Plans at Aetna, Inc. from November 2014 to November 2016; Chief Operations Officer at Innovacare Health, from January 2014 to October 2014; Founder and President of Seven Stars Quality Healthcare, from July 2013 to December 2013; and Regional President for the North Florida region at Humana Inc., from January 2009 to June 2013. Ms. Assapimonwait earned her Bachelor of Arts degree from Florida International University in 1983, and is certified in Healthcare Compliance by the Health Care Compliance Association and in HIPAA Compliance from Kennesaw State University. She has won several awards and commendations, including being a Stevie Award Finalist of the American Business Awards for Best Customer Service Organization in 2004 and appointed Preceptor and Clinical Adjunct Faculty for the Healthcare Administration Program in 1997 at the University of Houston-Clear Lake. We believe Ms. Assapimonwait’s experience in the managed health care industry makes her well qualified to serve as a member of the Board.

Dr. Jennifer Carter, has served as an independent director on the Board since June 8, 2021. Dr. Carter is a healthcare executive, investor, board member and entrepreneur with a track record of developing and investing in innovative strategies and solutions at the intersection of healthcare IT and services, digital health and machine learning, precision medicine, and

 

		2022 PROXY STATEMENT

MANAGEMENT AND CORPORATE GOVERNANCE

 

genomics. Dr. Carter has been a Managing Director at Sandbox Industries and Blue Venture Fund since March 2021. Sandbox Industries provides healthcare-related investment management exclusively for the Blue Venture Fund. Previously, Dr. Carter served as Managing Director of JLC Precision Health Strategies from July 2020 to April 2021 and VP and Head of Precision Health at Integral Health (now Valo Health), a Flagship Pioneering company, from March 2019 to August 2020. In 2018, Dr. Carter founded TrialzOWN, Inc., a healthcare company that was acquired in the development stage by Integral Health in March 2019. Prior to serving as CEO of TrialzOWN, Inc. Dr. Carter founded N-of-One, Inc. and served as its Chief Executive Officer from 2008 to 2012, and as its Chief Medical Officer from 2012 until its acquisition by Qiagen in 2019. At N-of-One, Inc., Dr. Carter led the development of the platform to create of award-winning novel treatment strategies for cancer patients. Prior to founding N-of-One, Dr. Carter spent nine years working as an Investment Consultant with Levin Capital Strategies and with other groups specializing in biotechnology and life sciences investments evaluating existing and emerging markets, new medical technologies, and early-stage companies. After obtaining her medical degree, Dr. Carter practiced internal medicine at Mount Auburn Hospital in Cambridge, MA. Dr. Carter has served on the board of directors of Oncocyte (NASDAQ: OCX) since 2020 and multiple private companies. Dr. Carter received a BS degree from Yale University, an MD from Harvard Medical School, an MPH from the Harvard School of Public Health, and an MBA from MIT. Dr. Carter is not standing for re-election and her service on the Board and committees will conclude at the Annual Meeting. The Company thanks Dr. Carter for her service as a member of our Board.

Bryan Cho, has served as an independent director of the Board since July 13, 2021. He is Executive Vice President of The Related Companies, L.P. (“Related”) and a senior partner of the firm’s New York and California development divisions, as well as president of Related’s Senior Living business which currently has close to $2.5 billion in properties under development. Since joining Related in 2000, Bryan has led over $10.0 billion of development ventures creating close to 6,000 new multi-family residences (including over 1,000 units of new construction affordable housing) and over 6.0 million square feet of commercial and institutional non-profit space across the New York City, Los Angeles, and San Francisco metropolitan areas. He is a member of the board of trustees of The Buckley School in New York City, The Stony Brook School, in Stony Brook, New York, as well as a member of the board of directors of homeless services non-profit The Bowery Mission in New York City where he serves as Chair of the Mission’s Real Estate Committee. We believe Mr. Cho’s expertise in real estate, specifically the development of facilities for Medicare eligible populations, makes him well qualified to serve as a member of the Board.

Dr. Vincent Omachonu, has served as an independent director on the Board since June 8, 2021. Dr. Omachonu is the Chair of the Department of Industrial and Systems Engineering at the University of Miami College of Engineering. Dr. Omachonu is an award-winning expert and author in the field of healthcare quality management and patient experience. His most recent book is titled, Healthcare Value Proposition. He has published several peer-reviewed papers in Technical and professional journals, including Health Services Research, Journal of Population Health, and European Journal of Operational Research. Dr. Omachonu has written extensively about technology and innovation in the services sector. He is a Master Black Belt in Lean Six Sigma Quality Methodology. He earned his bachelor’s and master’s degrees in industrial engineering from the University of Miami, a master’s degree in operations research from Columbia University, and his PhD in industrial engineering from New York University Tandon School of Engineering. We believe Dr. Omachonu’s expertise in healthcare quality management makes him well qualified to serve as a member of the Board.

Jose R. Rodriguez, has served as an independent director on the Board since June 8, 2021. Prior to his retirement from KPMG LLP (“KPMG”), effective March 31, 2021, Mr. Rodriguez was a senior audit partner (admitted to the partnership July 1995). During his career at KPMG he held various leadership positions, which included serving on its board of directors and as lead director; chief operating officer of KPMG International’s global audit practice; office managing partner; leader of its Audit Committee Institute; east region professional practice partner and most recently ombudsman. As an audit partner, Mr. Rodriguez had extensive experience with large multinational companies and mid-sized private and publicly held companies, with primary emphasis on industrial manufacturing; consumer markets (retail, automotive, and distribution concerns); pharmaceuticals; healthcare; agribusiness; oil and gas and mergers and acquisitions. Additionally, Mr. Rodriguez is a National Association of Corporate Directors (“NACD”) Fellow and has been included in the NACD’s D-100 list, which recognizes the most influential people in and around the boardroom. Mr. Rodriguez serves on the board of trustees of Marymount University; board of directors of Latin Corporate Directors Association (treasurer), SECU Family House (Chair-elect), the North Carolina Association of CPAs, the Dean’s Advisory Council at the University of Miami Herbert School of Business (Chair) and the Business School Advisory Board at Wake Forest University. He is a certified public accountant (licensed in FL, NC and NY). Mr. Rodriguez is currently on the board of directors of Primoris Services Corporation (NASDAQ: PRIM) and Popular, Inc. (NASDAQ: BPOP). Mr. Rodriguez received a B.B.A. with a major in accounting from the University of

 

16

MANAGEMENT AND CORPORATE GOVERNANCE

 

Miami. We believe that Mr. Rodriguez’s in-depth knowledge and understanding of generally accepted accounting principles, his experience in auditing and SEC reporting, mergers and acquisitions, understanding of the responsibilities and functions of audit committees and experience in corporate governance makes him well qualified to serve as a member of the Board.

Hon. David J. Shulkin, M.D., has served as an independent director on the Board since July 16, 2020. Since 2018, Dr. Shulkin has served as the President of Shulkin Solutions, LLC, which works with healthcare organizations and companies to foster innovation and improve well-being for patients. Previously, Dr. Shulkin served as the ninth United States Secretary of Veterans Affairs from February 2017 to April 2018 and the Under Secretary of Veterans Affairs for Health from July 2015 to February 2017. Prior to coming to such appointments, Dr. Shulkin was a healthcare executive, having served as chief executive of leading hospitals and health systems including Beth Israel in New York City and Morristown Medical Center in Northern New Jersey. Dr. Shulkin has also held numerous physician leadership roles including the Chief Medical Officer of the University of Pennsylvania Health System, the Hospital of the University of Pennsylvania, Temple University Hospital, and the Medical College of Pennsylvania Hospital. Dr. Shulkin has held academic positions including the Chairman of Medicine and Vice Dean at Drexel University School of Medicine. As an entrepreneur, Dr. Shulkin founded and served as the Chairman and CEO of DoctorQuality, one of the first consumer-orientated sources of information for quality and safety in healthcare. Dr. Shulkin serves on the boards of Cactus Acquisition Corp. 1 Ltd. (NASDAQ: CCTS) and Orasure Technologies, Inc. (NASDAQ: OSUR). He has also previously served on boards of managed care companies, technology companies, and health care organizations. Dr. Shulkin was the 2018 University of Pennsylvania Leonard Davis Institute Distinguished Health Policy Fellow. He is board-certified internist. He received his medical degree from the Medical College of Pennsylvania, his internship at Yale University School of Medicine, and a residency and Fellowship in General Medicine at the University of Pittsburgh Presbyterian Medical Center. He received advanced training in outcomes research and economics as a Robert Wood Johnson Foundation Clinical Scholar at the University of Pennsylvania. We believe that Dr. Shulkin’s significant management experience in the healthcare and technology industries makes him well qualified to serve as a member of the Board.

Randy Simpson, has served as an independent director on the Board since June 8, 2021. Mr. Simpson is the co-founder and a director of Orion Acquisition Corp. (NASDAQ: OHPA). Recently, Mr. Simpson served as a Partner and Head of the Healthcare Group at Glenview Capital Management, an investment fund with over $7 billion of capital under management as of 2019, where he was a member of Glenview’s investment team and managed its healthcare investment team through December 2019. Mr. Simpson joined Glenview Capital Management in September 2005 and was named Partner in April 2011. Mr. Simpson was a senior member of Glenview Capital Management’s investment team and managed Glenview Capital Management’s healthcare investments through 2019. Prior to joining Glenview Capital Management, Mr. Simpson was an equity research analyst at Goldman Sachs from 2003 until 2005, and before that, he spent three years as a generalist in the M&A group at Credit Suisse First Boston. Mr. Simpson served on the Board of Directors of Tenet Healthcare Corporation (NYSE: THC) from January 2016 through August 2017 and Butterfly Network, Inc. (NYSE: BFLY) from May 2020 through February 2021. He received his M.B.A. in Finance and Accounting from the University of Chicago. Mr. Simpson also earned a J.D. from Georgetown University Law Center and a Bachelor of Arts in Quantitative Economics and Decision Sciences from the University of California, San Diego. Mr. Simpson is not standing for re-election and his service on the Board and committees will conclude at the Annual Meeting. The Company thanks Mr. Simpson for his service as a member of our Board.

The following is a brief biography of each of our new director nominees.

Kevin Berg, has served as a Senior Advisor on the Healthcare Services team at Deerfield Management, an investment firm dedicated to advancing healthcare through information, investment and philanthropy, since January 2020. He was previously a partner with Deerfield Management from February 2005 to December 2019. Mr. Berg provides Deerfield extensive research and analysis on individual companies operating in the healthcare industry. Prior to joining Deerfield in 2005, Mr. Berg was a Director in the Equity Research Department at Credit Suisse First Boston, where he covered companies in the healthcare services sector. Mr. Berg also served as a Managing Director in the Equity Research Department at First Albany, where he focused on healthcare services stocks. Mr. Berg began his career in healthcare research at Oscar Gruss. Mr. Berg holds a B.A. in Economics from Washington University, a J.D. from the UCLA School of Law, he is a member of State of New York Bar (retired) and is a CFA charterholder. We believe Mr. Berg’s expertise in the healthcare services sector makes him well qualified to serve as a member of the Board.

Ryan O’Quinn, has served as the President, Chief Legal Officer and Director of Loyal Source Worldwide, Inc., an organization that provides government healthcare, technical and support services, engineering, and travel healthcare services to both

 

		2022 PROXY STATEMENT

MANAGEMENT AND CORPORATE GOVERNANCE

 

private enterprises and government agencies since July 2022. Mr. O’Quinn is an experienced trial attorney who previously investigated and defended allegations of corporate misconduct, including inadequate corporate disclosure, securities sales and marketing violations, breach of fiduciary duty and fraud-related claims. From August 2016 to July 2022, Mr. O’Quinn was a partner of DLA Piper LLP (US), and from April 2011 to August 2016 he was a partner of O’Quinn, Stumphauzer & Sloman, a full-service litigation firm. Prior to working in private practice, Mr. O’Quinn served as Senior Counsel to the United States Securities and Exchange Commission in the Enforcement Division and as Assistant United States Attorney for the Southern District of Florida in the Economic and Environmental Crimes Section. Prior to government service, Mr. O’Quinn advised public issuers and institutional buyers engaged in merger and acquisition transactions. Mr. O’Quinn received his A.B. from Princeton University, and his J.D. from the Washington and Lee University School of Law. We believe Mr. O’Quinn’s private practice and government expertise in public corporate disclosure makes him well qualified to serve as a member of the Board.

Director Independence

Nasdaq listing standards require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that each of Drs. Carter, Omachonu and Shulkin, Ms. Assapimonwait and Messrs. Rodriguez, Cho, Simpson, Berg and O’Quinn is an “independent director” under the Nasdaq listing standards.

Board Diversity Matrix (as of October 3, 2022)

The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions.

 

Total Number of Directors

8

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

2

6

Part II: Demographic Background

African American or Black

1

Alaskan Native or Native American

Asian

1

Hispanic or Latinx

1

2

Native Hawaiian or Pacific Islander

White

1

2

Two or More Races or Ethnicities

1

LGBTQ+

Persons with Disabilities

Did Not Disclose Demographic Background

1

Committees of the Board of Directors

The standing committees of the Board currently include an audit committee, a compensation committee, a nominating and corporate governance committee and a compliance committee. Each of the committees will report to the Board as they deem appropriate and as the Board may request. The initial composition, duties and responsibilities of these committees are set forth below.

 

18

MANAGEMENT AND CORPORATE GOVERNANCE

 

Audit Committee

The principal functions of the audit committee include, among other things:

 

•

the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm engaged by us;

 

•

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

 

•

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

 

•

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

 

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

 

•

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

 

•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

 

•

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

The audit committee consists of Messrs. Rodriguez and Simpson and Dr. Shulkin, with Mr. Rodriguez serving as the chair of the audit committee. The Board has determined that each of Messrs. Rodriguez and Simpson and Dr. Shulkin qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership. We also believe that each of Messrs. Rodriguez and Simpson qualify as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. Mr. Simpson has decided not to stand for re-election at the Annual Meeting and his term will expire at that time. The Board has adopted a written charter for the audit committee, which is available free of charge on our corporate website (www.caremax.com). The information on our website is not part of this proxy statement.

Compensation Committee

The principal functions of the compensation committee include, among other things:

 

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;

 

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reviewing and approving on an annual basis the compensation of all of our other executive officers;

 

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reviewing on an annual basis our executive compensation policies and plans;

 

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implementing and administering our incentive compensation equity-based remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements;

 

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 

•

if required, producing a report on executive compensation to be included in our annual proxy statement; and

 

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 

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The compensation committee consists of Drs. Carter and Shulkin, Ms. Assapimonwait and Mr. Cho, with Dr. Shulkin serving as the chair of the compensation committee. The Board has determined that each of Drs. Carter and Shulkin, Ms. Assapimonwait and Mr. Cho qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership. Dr. Carter has decided not to stand for re-election at the Annual Meeting and her term will expire at that time. The Board has adopted a written charter for the compensation committee, which is available free of charge on our corporate website (www.caremax.com). The information on our website is not part of this proxy statement.

Nominating and Corporate Governance Committee

The principal functions of the nominating and corporate governance committee include, among other things:

 

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identifying and screening individuals qualified to become Board members;

 

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selecting, or recommending to the Board, director nominees for each election of directors;

 

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

 

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developing and recommending to the Board criteria for selecting qualified director candidates;

 

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considering committee member qualifications, appointment and removal;

 

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overseeing our corporate governance policies and reporting;

 

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making recommendations to the Board concerning governance matters; and

 

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providing oversight in the evaluation of the Board and each committee.

The nominating and corporate governance committee consists of Dr. Omachonu and Messrs. Cho and Simpson, with Mr. Simpson serving as the chair of the nominating and corporate governance committee. The Board has determined that each of Dr. Omachonu and Messrs. Cho and Simpson qualify as independent directors according to the rules and regulations of Nasdaq. Mr. Simpson has decided not to stand for re-election at the Annual Meeting and his term will expire at that time. The Board has adopted a written charter for the nominating and corporate governance committee, which is available free of charge on our corporate website (www.caremax.com). The information on our website is not part of this proxy statement.

Compliance Committee

The principal functions of the compliance committee include, among other things:

 

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overseeing our activities in the area of compliance with applicable laws and regulations related to the provision of healthcare or healthcare-related services;

 

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assessing management’s implementation of a compliance program;

 

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evaluating the adequacy and effectiveness of policies and procedures to ensure our compliance with applicable laws and regulations;

 

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overseeing the organization, responsibilities, plans, budget, staffing and performance of our compliance department, including its independence, authority and reporting obligations;

 

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overseeing the appointment and review of members of our compliance department, including a review of reports and summaries related to compliance matters;

 

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monitoring any significant internal and external investigations;

 

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monitoring our actions in response to applicable legislative, regulatory and legal developments;

 

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determining the appropriate mechanisms for employees to seek guidance to report compliance concerns; and

 

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overseeing our compliance risk assessment activities and efforts to promote an ethical culture.

The compliance committee consists of Drs. Carter and Omachonu and Mr. Rodriguez, with Dr. Carter serving as the chair of the compliance committee. The Board has determined that each of Drs. Carter and Omachonu and Mr. Rodriguez qualify as independent directors according to the rules and regulations of Nasdaq. Dr. Carter has decided not to stand for re-election at the Annual Meeting and her term will expire at that time. The Board has adopted a written charter for the compliance committee, which is available free of charge on our corporate website (www.caremax.com). The information on our website is not part of this proxy statement.

 

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Audit Committee Report

In accordance with its written charter adopted by the Board, the Audit Committee assists the Board in fulfilling its oversight responsibility regarding the quality and integrity of the accounting, auditing and financial reporting practices of CareMax.

In discharging its duties, the Audit Committee (i) reviewed and discussed the audited financial statements included in the Form 10-K for the fiscal year ended December 31, 2021 with management; (ii) discussed with WithumSmith+Brown, PC, CareMax’s independent registered public accounting firm, the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards and the SEC; (iii) received and reviewed the written disclosures and the letter from WithumSmith+Brown, PC required by applicable requirements of the Public Company Accounting Oversight Board regarding WithumSmith+Brown, PC’s communications with the audit committee concerning independence, and the Audit Committee discussed with WithumSmith+Brown, PC their independence from management and CareMax; and (iv) has considered whether the provision of services by WithumSmith+Brown, PC not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements included in CareMax’s quarterly reports on Form 10-Q are compatible with maintaining WithumSmith+Brown, PC’s independence and has determined that they are compatible and do not impact WithumSmith+Brown, PC’s independence.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in CareMax’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 to be filed with the SEC.

Audit Committee:

Jose R. Rodriguez (Chair)

Hon. Dr. David J. Shulkin

Randy Simpson

Board Leadership Structure

Mr. Rodriguez serves as Chairman of our Board and Mr. Carlos de Solo serves as Chief Executive Officer of our Company. The Chief Executive Officer is responsible for setting the strategic direction of the Company and managing the Company’s operations and performance, while the Chairman provides guidance to the Chief Executive Officer, sets the agenda for Board meetings, and presides over meetings of the Board. We believe that the separation of these positions supports the independence of our Board in its oversight of the Company’s business and affairs. In addition, we believe the separation of the two positions creates an environment that leads to more objective evaluation and oversight of management’s performance, including increasing management accountability, and improving our Board’s ability to monitor whether management’s actions are in the best interests of our Company and stockholders. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Our Board of Directors’ Role in Risk Oversight

While management is responsible for the day-to-day management and oversight of operational, strategic, legal, regulatory, compliance, cybersecurity, and financial risks, one of the key functions of the Board is oversight of our risk management process. We do not have a standing risk management committee, but rather administer this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. Management regularly reviews risks with our Board and Audit Committee at their regular meetings as part of management presentations and presents steps taken by management to eliminate or mitigate such risks. While our Board is ultimately responsible for the risk oversight of our Company, our Audit Committee has primary responsibility for the management and mitigation of risks facing our Company, including major financial risks and oversight of the steps taken by management to monitor and control such risks. Our Audit Committee also monitors compliance with legal and regulatory requirements and reviews and approves or disapproves any related party transactions. Our Compensation Committee has responsibility to review the risks arising from our compensation arrangements and policies applicable to all employees, including executive officers, and evaluate policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee has responsibility to review risks relating to our corporate governance practices. Our Compliance Committee is responsible for evaluating the adequacy and effectiveness of policies and procedures to ensure our

 

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compliance with applicable laws and regulations and overseeing our compliance risk assessment activities and efforts to promote an ethical culture. These committees provide regular reports on our risk management practices to our Board. Our Board believes CareMax’s current Board, committee, and management structure supports its risk oversight function.

Board and Committee Meetings

Our Board held a total of 21 meetings during the fiscal year ended December 31, 2021. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board and (ii) the total number of meetings held by all committees of our Board on which such director was a member.

During the fiscal year ended December 31, 2021, the Audit Committee held five meetings, the Compensation Committee held two meetings, the Nominating and Corporate Governance Committee held one meeting and the Compliance Committee held two meetings.

Director Attendance at Annual Meetings

We do not have a formal policy regarding attendance of directors at our annual meeting of stockholders. In accordance with our Corporate Governance Guidelines, directors are expected to make every effort to attend our annual meeting of stockholders. The 2022 annual meeting of stockholders is our first annual meeting.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our directors, executive officers and employees that complies with the rules and regulations of Nasdaq, which is available on our corporate website (www.caremax.com). We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics by posting on our corporate website (www.caremax.com). The information on our website does not constitute part of this proxy statement.

Limitation on Liability and Indemnification Matters

Our third amended and restated certificate of incorporation, dated June 8, 2021 (the “Amended and Restated Charter”) contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the laws of the State of Delaware. Consequently, our directors will not be personally liable to the combined company or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

 

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any breach of the director’s duty of loyalty to us or our stockholders;

 

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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

 

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any transaction from which the director derived an improper personal benefit.

Our Amended and Restated Charter and our Amended and Restated Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our Amended and Restated Charter and our Amended and Restated Bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the laws of the State of Delaware.

Additionally, we have entered into indemnification agreements with each of our directors and executive officers, which provide for indemnification and advancements of certain expenses and costs if the basis of the indemnitee’s involvement in a matter was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, in each case to the fullest extent permitted by the laws of the State of Delaware. The form of indemnification agreement is included as an exhibit to the Annual Report.

The limitation of liability and indemnification provisions in our Amended and Restated Charter and our Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders.

 

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Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Communications by Stockholders and Other Interested Parties with the Board

Stockholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to the address set forth in this proxy statement c/o any specified individual director or directors. The Company will receive the communications and process them before forwarding them to the addressee. The Company may also refer communications to other departments within the Company. In addition, at the request of the Board, communications that do not directly relate to our Board of Directors’ duties and responsibilities as directors will be excluded from distribution. Such excluded items include, among others, “spam,” advertisements, mass mailings, form letters, and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; and surveys. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission. Any excluded communication will be made available to any director upon his or her request.

Information About Our Executive Officers

The following information, including ages as of October 3, 2022, relates to our executive officers (other than Mr. Carlos A. de Solo, who is also a director and whose biographical information is set forth above):

 

Name		Age		Position(s)
Kevin Wirges		43		Chief Financial Officer
Alberto de Solo		45		Chief Operating Officer

Kevin Wirges, has served as our Executive Vice President, Treasurer and Chief Financial Officer since June 8, 2021. Prior to June 8, 2021, Mr. Wirges was the Chief Financial Officer of IMC Medical Group Holdings, LLC and served in that capacity since September 2017. Between October 2015 and September 2017, Mr. Wirges was Regional Vice President, Finance, Medicare East Region at Anthem, one of the largest health benefits companies in the United States. Prior to Anthem’s acquisition of Simply Healthcare Plans in 2015, Mr. Wirges held several executive positions at Simply Healthcare Plans, which was one of the largest privately owned Health Maintenance Organizations, including Chief Financial Officer, Vice President of Finance and Controller. Mr. Wirges received a B.B.A. in Accounting from the University of Central Arkansas.

Alberto de Solo, has served as our Executive Vice President and Chief Operating Officer since June 8, 2021. Prior to June 8, 2021, Mr. de Solo was the Chief Financial Officer of CMG and served in that capacity since May 2011. Between July 2005 and May 2011, Mr. de Solo held several executive positions at Merrill Lynch. Mr. de Solo received a B.B.A. in Accounting and Finance from Florida International University.

Family Relationships

Carlos A. de Solo, our President, Chief Executive Officer and a director, and Alberto de Solo, our Executive Vice President and Chief Operating Officer, are brothers. Other than the foregoing, there are no family relationships among any of our executive officers or directors.

 

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