Cano Health, Inc.

9725 NW 117th117^th Avenue

Miami, Florida 33178

NOTICE OF 2023 ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held on June [•], 2023the stockholders of Cano Health, Inc.:

NOTICE IS HEREBY GIVENNotice is hereby given that the 2023 Annuala virtual Special Meeting of Stockholders (the “Annual Meeting”) of Cano Health, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held virtually at https://cstproxy.com/canohealth/2023, on Thursday, June [•November [●], 2023, commencing at 1:10:00 p.m. (Eastern Time), virtually at https://www.cstproxy.com/canohealth/2023, for the following purposes, as more fully described in our proxy statement:a.m. Eastern Time (the “Special Meeting”).

This year’s Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting online and submit written questions during the meeting by visiting https://www.cstproxy.com/canohealth/2023. Questions and comments submitted via the virtual meeting platform that are pertinent to Annual Meeting matters will be addressed during the meeting, as time permits. Questions and comments that are not pertinent to Annual Meeting matters or that are not addressed during the meeting due to time constraints may be addressed after the meeting by our Investor Relations department, reachable at 786-206-1930 or by email at investors@canohealth.com. Questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order. You will need the 12-digit control number, which is located on your proxy card, to attend the virtual Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. On or about May 5, 2023, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders instead of paper copies of our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2022, as amended (the “2022 Form 10-K”). The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, 2022 Form 10-K and proxy card.

The Board has fixed the close of business on May 8, 2023 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof (the “Record Date”). Only holders of record of the Company’s common stock at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

A list of stockholders entitled to vote at the Annual Meeting will be open for examination by any stockholders, for any purpose relevant to the Annual Meeting, during ordinary business hours, for a period of at least 10 days prior to the Annual Meeting at the Company’s principal executive offices at 9725 NW 117th Avenue, Miami, Florida 33178.

If you have any questions, please contact Mackenzie Partners, Inc., which is assisting with the solicitation, at (800) 322-2885 (toll free) or (212) 929-5500 (collect) or at proxy@mackenziepartners.com.

We hope that you will join us at the Annual Meeting on June [•], 2023. We appreciate your continued support of our Company.

No Appraisal Rights

Stockholders have no rights under Delaware law, our Certificate of Incorporation or our By-laws(the “Certificate of Incorporation”) to exercise dissenters’ rights of appraisal with respect to Proposal 3.

YOUR VOTE IS IMPORTANT

Whether or not you expect to attend the virtual Annual Meeting online, please vote your shares to ensure your representation and the presence ofeffect a quorum at the Annual Meeting. Your vote is important regardless of the number of shares you own.

If your shares are registered in your name, you may vote your shares on the Internet by visiting www.cstproxyvote.com, by telephone, or by completing, signing, dating, and returning a proxy card. If you mail your proxy card or vote by the Internet or telephone and then decide to vote your shares online during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in the name of a broker, bank or other nominee, and you receive notice of the Annual Meeting through your broker or through another intermediary, please vote or complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

By Order of the Board of Directors,

David J. Armstrong

General Counsel, Chief Compliance Officer and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE [•], 2023

The Notice of Annual Meeting, the proxy statement and our 2022 Form 10-K are available on our website at www.canohealth.com. Additionally, in accordance with the SEC rules, you may access our proxy materials at https://www.cstproxy.com/canohealth/2023.

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PROXY STATEMENT EXECUTIVE SUMMARY

The following is a summary which highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you are urged to read the entire proxy statement carefully before voting.

Information About Our 2023 Annual Meeting of Stockholders

Items of Business and Board of Directors Vote Recommendations

Our Directors

AC = Audit Committee

CC = Compensation Committee

NCGC = Nominating and Corporate Governance Committee

Information About Our Board and Committees (Pages 13 to 20)

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Corporate Governance Highlights (Pages 10 to 12 and 16 to 20)

We are dedicated to high standards of corporate governance. Our Board is committed to acting in the best interestsreverse stock split of our stockholdersissued and continually reviews our policies with those interests in mind, as well as in light of recent trends in corporate governance.

Below is a summary of our corporate governance highlights with respect to our Board.

Additional information about our corporate governance policies and practices can be found at pages 10-12 and pages 16-20 of this proxy statement.

Compensation Highlights (Pages 23 to 51)

The following features of our ongoing executive compensation program are designed to align with stockholder interests and compensation governance best practices:

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

A: What is the date, time and place of the Annual Meeting?

Our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Thursday, June [•], 2023, beginning at 1:00 p.m. (Eastern Time). This year’s Annual Meeting will be a virtual meeting conducted virtually via live webcast and can be attended by visiting https://www.cstproxy.com/canohealth/2023. The online Annual Meeting will begin promptly at 1:00 p.m. (Eastern Time). We encourage you to access the Annual Meeting 15 minutes prior to the start time leaving ample time for the check in and to ensure that you can hear audio. Technicians will be available to assist you with any technical difficulties you may have accessing the virtual website of the Annual Meeting or during the Annual Meeting. For assistance, please call the technical support telephone number at (917) 262-2373. Technical support will be available 15 minutes prior to the start of the Annual Meeting.

Q: Why did I receive these materials?

On behalf of our Board, Mackenzie Partners, Inc. is soliciting your proxy to vote at our Annual Meeting. Stockholders who own shares of ouroutstanding (i) Class A common stock, par value $0.0001 per share (the “Class A common stock”) or, at a ratio of 1-for-60 and (ii) Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with our Class A common stock, the “common stock”) as of the record date, May 8, 2023 (the “Record DateCommon Stock”), are entitled to vote at the Annual Meeting. The proxy materials for our Annual Meeting include the Notice of Annual Meeting, this proxy statement, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about the Company.

Q: Why did I receive a notice in the mail regarding the Internet Availability of the Proxy Materials instead of a paper copy of the full set of proxy materials?

As permitted by SEC rules, we are making this proxy statement and our 2022 Form 10-K available to our stockholders electronically via the Internet instead of a paper copy of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access this proxy statement and our 2022 Form 10-K and vote online. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the notice.

Q: Can I access the proxy materials electronically?

Yes. Your notice, proxy card or voting instruction card will contain instructions on how to:

Our proxy materials are also available at https://www.cstproxy.com/canohealth/2023 during the voting period starting on May [•], 2023.

Instead of receiving a notice or copies of our future annual reports, proxy statements, and proxy cards by mail, stockholders can elect to receive an email that will provide electronic links to our proxy materials and an electronic link to the proxy voting site. Choosing to receive your future proxy materials online will save us the cost of printing and mailing documents to you and help conserve natural resources. If you elect to receive these materials by electronic delivery, you may change your election at any time.

Q: Who will be entitled to vote?

Stockholders who own shares of our common stock as of the May 8, 2023 Record Date are entitled to vote at the Annual Meeting. As of the Record Date, the Company had approximately [•] shares of Class A common stock outstanding and approximately [•] shares of Class B common stock outstanding. Holders of shares of common stock are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting.

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Q: What will I be voting on?

You will be voting on the following proposals:

1. to elect the 2 Class II director nominees named in this proxy statement, each to serve on our Board for a 3-year term and until their respective successors are duly elected and qualified;

2. to hold an advisory vote regarding the compensation of our named executive officers for the 2022 fiscal year;

3. to vote on an amendment to our Certificate of Incorporation to effect the Reverse Stock Split;

4. to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and

5. to transact other business as may properly come before the meeting or any adjournment of the meeting.

Q: How does the Board recommend I vote on these matters?

The Board recommends you vote:

1. FOR the election of Dr. Alan Muney and Kim M. Rivera as Class II directors, each to serve on our Board for a 3-year term and until their respective successors are duly elected and qualified;

2. FOR the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement;

3. FOR the vote on an amendment to our Certificate of Incorporation to effect the Reverse Stock Split; and

4. FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

Q: How can I attend the virtual Annual Meeting?

The Annual Meeting is being held as a virtual only meeting this year. If you are a stockholder of record as of the Record Date, you may attend, vote and ask questions virtually at the meeting by logging in at https://www.cstproxy.com/canohealth/2023 and providing your control number. This number is included in the notice or on your proxy card.

If you hold your position in our common stock through a bank, broker or other nominee and would like to join the Annual Meeting and vote or ask a question, you will need to supply our stock transfer agent, Continental Stock Transfer & Trust Company (“Continental”), with a legal proxy at least 72 hours in advance of the Annual Meeting. Please reach out to Continental by telephone at (917) 262-2373 or via e-mail at proxy@continentalstock.com to obtain a control number that will permit you to attend, vote and ask questions virtually at the Annual Meeting. You may not vote your shares via the Internet at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker-dealer or other nominee holder. If you were not a stockholder as of the Record Date, you may still listen to the Annual Meeting, but will not be able to ask questions or vote at the meeting.

Q: How can I submit a question during the Annual Meeting?

If you want to submit a question or make a comment during the Annual Meeting, log into the virtual meeting platform at https://www.cstproxy.com/canohealth/2023 with a valid control number, type your question into the “Ask a Question” field, and click “Submit”. Questions and comments submitted via the virtual meeting platform that are pertinent to Annual Meeting matters will be addressed during the Annual Meeting, as time permits. Questions and comments that are not pertinent to Annual Meeting matters or that are not addressed during the meeting due to time constraints may be addressed after the Annual Meeting by our Investor Relations department, reachable by telephone at 786-206-1930 or by email at investors@canohealth.com. Questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order.

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Q: Why is the Annual Meeting virtual only?

A virtual Annual Meeting enables stockholders to attend and participate from any location around the world and provides for cost efficiencies that are beneficial to the Company and our stockholders.

Q: What constitutes a quorum?

The holders of a majority of the shares of our common stock issued, outstanding and entitled to vote on any matter shall constitute a quorum for the Annual Meeting. Each holder of common stock is entitled to one vote for each share of stock held by such holder. On the May 8, 2023 Record Date, the Company had [•] shares of Class A common stock and [•] shares of Class B common stock outstanding and entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Therefore, a quorum will be present at the Annual Meeting if at least [•] shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

Q: How do I cast my vote?

Beneficial Stockholders. If you hold your shares through a broker, bank or other nominee, you are a beneficial stockholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank or other nominee for instructions on how to vote the shares you hold as a beneficial stockholder. If you hold your position in our common stock through a bank, broker or other nominee and would like to join the Annual Meeting and vote or ask a question, you will need to supply Continental with a legal proxy at least 72 hours in advance of the Annual Meeting. Please reach out to Continental by telephone at (917) 262-2373 or via e-mail at proxy@continentalstock.com to obtain a control number that will permit you to attend, vote and ask questions virtually at the Annual Meeting.

Registered Stockholders. If you are a stockholder of record, you may vote at the virtual Annual Meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote even if you have already voted by proxy.

Proxies submitted via the Internet or by telephone must be received by 11:59 p.m. (Eastern Time) on June [•], 2023.

Q: How may I change or revoke my proxy?

Beneficial Stockholders. Beneficial stockholders should contact their broker, bank or other nominee for instructions on how to change or revoke their proxy vote.

Registered Stockholders. Registered stockholders may change or revoke a properly executed proxy at any time before its exercise by:

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Q: What is a broker non-vote?

Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and the broker does not have discretionary voting authority on the matter or the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the New York Stock Exchange (the “NYSE”) that govern how brokers may vote shares for which they have not received voting instructions from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on “routine” matters when voting instructions have not been timely received from a beneficial owner. Proposals 3 and 4 are considered “routine matters.” Therefore, if you do not provide voting instructions to your broker regarding such proposal, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposal. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposals 1 and 2.

Q: What is the voting requirement to approve each of the proposals, and how are the votes counted?

Proposal 1–Election of Class II Directors. Under our By-laws, a plurality of the votes cast by the shares of common stock present or represented by proxy at the Annual Meeting is required to elect each of the Class II director nominees named herein. This means that the 2 nominees for director to receive the highest number of votes “FOR” election will be elected as directors, even if those votes do not constitute a majority of the votes cast. You may vote “FOR” all the director nominees, “WITHHOLD” authority to vote your shares for all the director nominees or “WITHHOLD” authority to vote your shares with respect to any one or more of the director nominees. Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors.

Proposal 2–Non-binding, Advisory Vote to Approve the Compensation of Our Named Executive Officers. The affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. Abstentions and broker non-votes will have no effect on the outcome of the non-binding, advisory vote to approve the compensation of our named executive officers.

Proposal 3–Approval of an amendment to the Certificate of Incorporation to effect the Reverse Stock Split. The affirmative vote of a majority of the shares of common stock entitled to vote thereon is required to approve this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. Brokers have discretionary voting authority with respect to the proposal to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split. Abstentions will have the effect of votes cast against the proposal to amend the Certificate of Incorporation to effect the Reverse Stock Split. Our Certificate of Incorporation has opted out of Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) and therefore no separate class vote is required for this Proposal 3.

Proposal 4–Approval of the Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. The affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter, and the abstention will have no effect on the proposal. This proposal is considered to be a routine item, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any broker non-votes on this proposal; however, any broker non-votes will not be counted as “votes cast” and will therefore have no effect on the proposal.

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Q: When will the results of the vote be announced?

The final voting results will be published in a Current Report on Form 8-K filed with the SEC within 4 business days of the Annual Meeting.

Q: What is the deadline for submitting a stockholder proposal or director nomination for the 2024 annual meeting?

Stockholder proposals pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy statement and form of proxy for the Company’s 2024 annual meeting of stockholders, to be held in 2024 (the “2024 Annual Meeting”), must be received by the Company at its principal executive offices at 9725 NW 117th Avenue, Miami, Florida 33178 no later than the close of business on [•], 2024. We also encourage you to submit any such proposals via email to david.armstrong@canohealth.com. Stockholders wishing to make a director nomination or bring a proposal before the 2024 Annual Meeting must provide written notice of such nomination or proposal to the Secretary at the Company’s principal executive offices no later than the close of business on [•], 2024 and not earlier than the close of business on [•], 2024, assuming the Company does not change the date of the 2024 Annual Meeting by more than 30 days before or more than 60 days after the anniversary of the 2023 Annual Meeting. If the 2024 Annual Meeting is held more than 30 days before or more than 60 days after the anniversary of the 2023 Annual Meeting, such notice must be provided no later than the close of business on the later of the 90^th day prior to the scheduled date of the 2024 Annual Meeting or the 10^th day following the Company’s public announcement of the date of the 2024 Annual Meeting and not earlier than the close of business on the 120^th day prior to the scheduled date of the 2024 Annual Meeting. Any stockholder proposal or director nomination must comply with the provisions of the Company’s By-laws and be submitted in writing to the Secretary at the Company’s principal executive offices and by email at david.armstrong@canohealth.com. Additionally, under Rule 14a-4 promulgated under the Exchange Act, if a stockholder fails to notify the Company of a proposal at least 45 days prior to the month and day of mailing of the prior year’s proxy statement, then the Company will be allowed to use its discretionary voting authority when the proposal is raised at the 2024 Annual Meeting, without any discussion of the matter in the proxy statement. To comply with the SEC’s recently adopted universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2024 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act no later than [•], 2024.

Q: What if I hold my shares in street name?

If you hold your shares in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposals 3 and 4. If your broker exercises this discretion, your shares will be counted as present for purposes of determining the presence of a quorum at our Annual Meeting and will be voted in the manner directed by your broker on the proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm, but your shares will constitute broker non-votes on each of the other proposals at our Annual Meeting. On all other proposals, your broker is not permitted to vote your shares without your instructions and uninstructed shares are considered broker non-votes. Accordingly, a broker non-vote will not be counted in determining the outcome of the vote on Proposals 1 and 2. If your shares are held by a broker, the broker will ask you how you want to vote your shares. Therefore, it is important that you give instructions to your broker as to how to vote your shares.

Q: If I plan to attend the virtual Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the virtual Annual Meeting. If you submit the enclosed proxy card and also attend the virtual Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. If you hold your shares in street name, you may vote your shares in person only if you obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares. You may also vote online by following the instructions provided on the proxy card. Even if you plan to attend the virtual Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the Annual Meeting as described above so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

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Q: What is householding?

If you and other residents at your mailing address own shares of our common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Notice of Internet Availability of Proxy Materials. This procedure is known as “householding” and is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. If you consented or were deemed to have consented to householding, your broker, bank or other nominee may send one copy of our Notice of Internet Availability of Proxy Materials to your address for all residents that own shares of our common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our Notice of Internet Availability of Proxy Materials, you may be able to request householding by contacting your broker, bank or other nominee.

If you wish to request extra or separate copies free of charge of our 2022 Form 10-K, proxy statement or Notice of Internet Availability of Proxy Materials, please send your request in writing to 9725 NW 117th Avenue, Miami, FL 33178, Attention: Investor Relations or by telephone at 786-206-1930 or by email at investors@canohealth.com. The Company will undertake to deliver promptly upon written or oral request an extra or separate copy of our 2022 Form 10-K, proxy statement, or Notice of Internet Availability of Proxy Materials.

Q: Who is soliciting the proxies and who pays the costs?

Your proxy is being solicited by the Board. We have retained Mackenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $275,000, plus reimbursement of certain expenses, and have agreed to customary indemnification provisions. We also will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to our stockholders, but we will not pay any compensation for their services. Proxies may be solicited on our behalf by telephone or through other means by our directors, officers and other employees who will receive no additional compensation therefor.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which is currently comprised of 6 directors. The following table sets forth the director class, name, age and other information for each member of our Board as of April 30, 2023.

We believe that in order for our Board to effectively guide us to long-term sustainable, dependable performance, it should be comprised of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, strategy and strategic planning. Additionally, we desire that the Board include members that have specific knowledge related to our industry.

The Nominating and Corporate Governance Committee (the “NCGC”) believes that all directors must, at a minimum, meet the criteria set forth in the Company’s Corporate Governance Guidelines, which specify, among other things, that the NCGC will consider criteria such as independence, skills, and experience in the context of the needs of the Board. In addressing issues of diversity in particular, the NCGC considers a nominee’s diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation. The NCGC believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. The NCGC requires the following minimum qualifications to be satisfied by any nominee for a position on the Board: (a) high standards of personal and professional ethics and integrity; (b) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; (c) skills that are complementary to those of the existing directors on the Board; (d) the ability to assist and support management and make significant contributions to the Company’s success; and (e) an understanding of the fiduciary responsibilities that are required of a Board member and the commitment of time and energy necessary to diligently carry out those responsibilities.

The NCGC has determined that all of our directors meet the criteria and qualifications for our Board set forth in the NCGC’s charter and the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties to our stockholders: accountability, ethical leadership, governance experience, integrity, risk management experience, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and social realities of the environment in which we operate, the independence and high-performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exhaustive list of other key experiences and qualifications that further qualify each individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the Company’s long-term sustainable, dependable performance.

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Subject to any earlier resignation or removal in accordance with the terms of our Certificate of Incorporation and By-laws, upon re-election, our Class II directors will serve until our 2026 annual meeting of stockholders, and currently our Class III directors will serve until our 2024 annual meeting of stockholders and our Class I directors will serve until our 2025 annual meeting of stockholders. In addition, our Certificate of Incorporation provides that directors may be removed only with cause upon the affirmative vote of at least two-thirds of our outstanding shares of common stock entitled to vote thereon.

When filling a vacancy on the Board, the NCGC identifies the desired skills and experience of a new director and nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The NCGC may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates are then evaluated based on the process outlined in our Corporate Governance Guidelines and the NCGC’s charter, and the same process is used for all candidates, including candidates recommended by stockholders.

Stockholder Nominations for the Board of Directors

The NCGC will consider stockholder nominations for membership on the Board. For the 2024 Annual Meeting, nominations may be submitted to Cano Health, Inc., 9725 NW 117th Avenue, Miami, Florida 33178, Attn: Secretary and by email at david.armstrong@canohealth.com, and such nominations will then be forwarded to the NCGC’s Chairperson. Nominations must be in writing and comply with the advance notice provisions and other requirements specified in our By-laws and summarized above under “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE,” and we must receive such nominations not less than 90 days nor more than 120 days prior to the date of the anniversary of the 2023 Annual Meeting (i.e., no earlier than [•], 2024 and no later than [•], 2024). Nominations not received within this time frame will be considered untimely.

To comply with the SEC’s recently adopted universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2024 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act no later than [•], 2024.

Corporate Governance Guidelines

We are committed to operating our business under strong and accountable corporate governance practices. The Board has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which the Board carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines are director qualification standards, director responsibilities, Board structure, director access to management, director compensation, director orientation, succession planning, executive sessions, and periodic performance evaluation of the Board and committees. In the spring of 2022, the NCGC oversaw a self-evaluation process by the members of the Board of Directors, which concluded that the Board was functioning effectively and in 2023 would strive to supplement its meeting calendar to add dedicated sessions focused exclusively on the Company’s future growth strategy. Our NCGC is responsible for, among other things, assessing and periodically reviewing the adequacy of the Corporate Governance Guidelines and will recommend, as appropriate, proposed changes to the Board. As has been publicly reported, three former directors of the Board recently resigned and have made statements regarding the Company’s corporate governance practices and policies, which we believe are inaccurate and misleading and appear to be aimed at serving their own short-term interests at the expense of long-term value creation for all stockholders. As always, our Board is committed to acting in the best interests of our stockholders and continues to review our corporate governance policies and procedures with those interests in mind.

You are encouraged to visit the “Investors–Governance” section of our website at www.canohealth.com to view or obtain copies of our committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.

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Environmental, Social and Governance

We have delegated oversight of matters related to Environmental, Social and Governance to the NCGC. We believe that our mantra – “together for a healthier, happier you” – uniquely situates us to have a positive impact on the communities we serve. We are committed to improving patient health by delivering superior primary care medical services, while forging a life-long bond with our members. We recognize that running a sustainable healthcare business requires a sense of shared responsibility and an unwavering commitment to the communities we serve. We are focused on transparency around our values and how we do business. We value human well-being that emphasizes safety, access, affordability, quality and privacy, and our corporate governance prioritizes ethics, integrity, and accountability. We believe that building an enterprise that considers all of our stakeholders is an integral part of creating sustainable value and a better world.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Following the NCGC’s recommendation, our Board recommends that the nominees below, each a current Class II director, be elected at the Annual Meeting for new terms extending until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.

If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

The Board recommends that you vote “FOR” each of the director nominees.

Director Nominees to Serve for a 3-Year Term Expiring at the 2026 Annual Meeting

Dr. Alan Muney served as Chief Medical Officer of Cigna Corp. (NYSE: CI), a managed healthcare and insurance company, from October 2011 to December 2018, and as Executive Vice President of Total Health and Network from February 2017 to December 2018. Dr. Muney is also a member of the advisory board at SelectQuote, Inc. (NYSE: SLQT) since March 2022. Dr. Muney joined Cigna Corp. in March 2010 as Senior Vice President of Total Health and Network. Dr. Muney served as an executive director in the operations group at Blackstone Inc. (NYSE: BX), an alternative investment management company from 2007 to 2010, as well as the founder and Chief Executive Officer of Equity Healthcare, a division inside Blackstone that manages benefits and medical costs for Blackstone’s portfolio companies. Dr. Muney has also served as Senior Advisor at Curewell Capital since April 2022, as External Advisor at Bain & Company since October 2019, as Senior Advisor at New Enterprise Associates since August 2018, as Senior Advisor at Pritzker Private Capital between January 2018 and May 2022 and as Senior Advisor at Arsenal Capital Partners between April 2010 and April 2021. Dr. Muney received a BS in biology and a medical degree from Brown University, and a Masters in health administration from the University of La Verne.

Related areas of expertise: Dr. Muney brings to the Board extensive experience in the healthcare industry, with decades of experience as a physician, a medical operations leader, and a healthcare business executive. Over the course of his career in senior positions at leading industry and investment firms, he has developed a track record of successfully implementing innovative solutions to optimize delivery of quality care with lower costs, at scale. He provides important and unique insight to the Board on the Company’s operations, quality of care, payor relationships, and growth and profitability strategy.

Kim M. Rivera has served as Chief Legal and Business Officer of OneTrust LLC, a data privacy, security and governance software company, since March 2022. She previously served as Special Advisor to the CEO at the Hewlett-Packard Company (NYSE: HPQ), a multinational information technology company, from February through December 2021. From January 2019 to February 2021, Ms. Rivera served as Hewlett-Packard’s President, Strategy and Business Management and Chief Legal Officer. From November 2015 to January 2019, Ms. Rivera served as Chief Legal Officer and Corporate Secretary at Hewlett-Packard. From 2010 to 2015, Ms. Rivera served as the Chief Legal Officer and Corporate Secretary for DaVita HealthCare Partners Inc. (NYSE: DVA), a healthcare company. Previously, Ms. Rivera was the Chief Compliance Officer at the Clorox Company (NYSE: CLX), a global manufacturer and marketer of consumer and professional products, and the Chief Litigation Counsel for Rockwell Automation, Inc. (NYSE: ROK), an industrial automation and information technology company. Ms. Rivera was appointed to the board of Thompson Reuters Corporation (NYSE: TRI), a multinational media conglomerate, in 2019, where she serves on the Audit and Risk committees. Ms. Rivera received a JD from Harvard Law School and a BA from Duke University.

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Related areas of expertise: Ms. Rivera brings to our Board broad legal acumen and knowledge of strategic planning processes; management of the legal function of a complex, regulated company; corporate governance matters; and compliance oversight. Through her multiple roles at Fortune 500 technology providers, she also has significant knowledge of technology hardware and information technology, as well as knowledge of the healthcare industry through her previous experience in the field.

Continuing Directors

Dr. Marlow Hernandez has served as the Chief Executive Officer of Cano Health since 2009 and as our Chairman from June 2021 to April 2023. In April 2023, we separated the roles of Chairman of the Board and Chief Executive Officer, assigning the role of Chairman to Solomon Trujillo to allow Dr. Hernandez to focus his attention on his role as Chief Executive Officer, while remaining a director. A native of Cuba, Dr. Hernandez immigrated to the U.S. with his family in 1993. He received a BS in neuroscience from the University of Miami and a medical degree from Nova Southeastern University, from which he also received a master’s degree in business administration and public health. In addition, he is a fellow of the American College of Physicians, a national organization of internists, who specialize in the diagnosis, treatment, and care of adults.

Related areas of expertise: Dr. Hernandez brings to the Board a uniquely valuable track record of leadership in building Cano Health into a pioneering value-based care provider. He plays a critical role in leading the Company’s operations, relationships with stakeholders, strategic planning, and financial management, all of which have been honed as the Company has grown significantly and entered the public markets. He provides critical insight to the Board in guiding the Company’s strategic growth action plan and path to accelerated cash flow positivity.

Jacqueline Guichelaar has served as the Group Chief Information Officer at Cisco Systems, Inc. (NASDAQ: CSCO), a multinational technology corporation, since February 2019. Her role at Cisco has recently expanded and she is now leading the Digital Enterprise Solutions organization. Ms. Guichelaar was previously the Group Chief Information Officer at Thomson Reuters Corporation (NYSE: TRI), a multinational media conglomerate, from November 2017 to October 2018. She also served as the Chief Information Officer Infrastructure and Technology Services at Lloyds Banking Group plc (NYSE: LYG), a financial institution, from February 2016 to September 2017. In addition, she held various roles including Chief Technology Officer during her 12-year tenure at Deutsche Bank AG (NYSE: DB), an investment bank and financial services company, beginning in July 2007.

Related areas of expertise: Ms. Guichelaar brings to the Board deep technical expertise in digital technologies, information technology, cybersecurity, privacy, and compliance. Throughout her career as a senior technology executive at Fortune 500 and multinational companies, she has developed valuable skills and perspectives that support the Board’s oversight of the Company’s growth and technology strategies.

Angel Morales has served as the Founder and Chief Executive Officer of Morales Capital Partners, an investment firm, since January 2015. Mr. Morales previously served as a Managing Director and the Group Co-Head of Bank of America Merrill Lynch Global Private Equity, a private equity arm of Merrill Lynch which merged with Bank of America Capital Investors, from January 2009 to May 2011 and as a co-Founder and Managing Partner of North Cove Partners LLC, an independent private equity group focused on large-scale buyouts and growth capital financings, from June 2011 to December 2014. Mr. Morales has also served as a board member and audit committee member of Univista Insurance since March 2022 and as a Senior Advisor to Avance Investment Management since February 2021. He also serves as chairman of the board of directors at Comp Sci High since September 2016, as a member of the Executive Committee and Financial Aid Working Committee and as the Vice Chair of the Executive Committee at Harvard College Fund since July 2019, as a member of the board of directors and the Finance Committee at NewSchools Venture Fund since March 2021, as a member of the board of directors and the Chair of the Finance Committee at Hispanic Scholarship Fund since January 2014 and as a member of the board of directors and the Chair of Transcend since December 2019. Mr. Morales received an MBA from Harvard Business School and an AB from Harvard University.

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Related areas of expertise: Mr. Morales brings to the Board strong financial acumen, investment expertise, risk management experience, and operational experience developed through his extensive management of private equity investment entities. In addition, Mr. Morales provides our Board with a valuable investor-oriented and returns-focused perspective, as well as a deep understanding of Cano Health’s markets, business dynamics, and financial management.

Solomon D. Trujillo is the founder of Trujillo Group Investments, LLC, where he has served as Chairman since 2003. In April 2023, Mr. Trujillo was elected to serve as our non-executive Chairman of the Board, and, since Cano Health becoming a public company in 2021, he was elected to serve as the Board’s lead independent director until his election to serve as our non-executive Chairman of the Board. Mr. Trujillo has previously led 3 large market-cap global companies, including as the CEO and a director of Telstra Corporation Limited (ASX: TLSYY), an Australian media and telecommunications company, from July 2005 to February 2009; as the CEO and a director of Orange S.A. (formerly France Télécom, S.A.) (CAC 40: ORAN), a multinational telecommunications corporation, from February 2003 to April 2004; and from July 1995 until May 1998, he served as the CEO of US West Communications, Inc., a NYSE listed company, and from June 1998 until July 2002 he served as Chairman and CEO of US West, Inc. (NYSE: USW). Mr. Trujillo currently serves on the board of directors of Western Union Company (NYSE: WU), a multinational financial services company. He previously served on the boards of directors of companies that are among the world’s most admired global brands, including PepsiCo (NASDAQ: PEP), Bank of America (NYSE: BAC), and Target Corporation (NYSE: TGT). He has also served on the boards of industry-leading companies including EDS, Gannett Co., WPP plc (NYSE: WPP), and Fang Holdings Limited (NYSE: SFUN). Mr. Trujillo served as a trade policy advisor to both the Clinton and George W. Bush administrations and remains active in public policy issues related to trade, productivity, innovation and economic development. Mr. Trujillo is the Chairman and Founding Partner of New Cadence Productions, a U.S. television and film content creation studio for the New Mainstream audience. He also serves as a Senior Advisor for Bain & Company, Inc., a management consulting company and serves on the board of advisors at the Stanford Center on Longevity. Mr. Trujillo is the sole member of Trujillo Group, LLC. He has also served as the Chairman and CEO of TruCo Technology, LLC from July 2013 until July 2021, the Chairman of Encantos from September 2020 until July 2022, and the Chairman of Agua Media from July 2021 until January 2023. Mr. Trujillo is the co-founder of L’ATTITUDE since January 2018, L’ATTITUDE Ventures since August 2022 and Latino Donor Collaborative, a non-profit organization dedicated to data and research regarding the US Latino cohort designed to highlight growth opportunities for all Americans and the Latino community’s power to uplift the economy, since January 2010. Mr. Trujillo received his BS and MBA from the University of Wyoming.

Related areas of expertise: Mr. Trujillo brings to the Board expertise and skills developed over a strong, 40-year track record of executive and board-level leadership at some of the world’s leading companies. His experience shaping strategy and advancing organizational objectives contributes to our Board significant insight in disciplines critical to the Company’s business, including innovation, transformation, operational excellence, finance and investor relations, strategic planning, and corporate governance. His active leadership within the Latino community through both investments and not-for-profit activity provide the Company valuable insight related to its marketing and growth strategy within its core demographics.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past 5 years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.

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Independence of the Board

The NYSE has adopted independence standards for companies listed on the NYSE, which apply to Cano Health. These standards require a majority of the Board to be independent and every member of the Audit Committee, Compensation Committee and NCGC to be independent. NYSE standards provide that a director is considered independent only if the Board “affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).” In addition, the NYSE prescribes certain other “independence” standards.

To determine which of its members is independent, the Board uses the standards prescribed by the NYSE and also considers other relevant facts and circumstances, including whether a director had any other past or present relationships with Cano Health that created conflicts or the appearance of conflicts. Based on its most recent review, the Board has affirmatively determined that Dr. Muney, Messrs. Trujillo and Morales and Mmes. Guichelaar and Rivera each qualify as independent directors.

Board Committees and Meetings

Our Board has an Audit Committee, a Compensation Committee and a NCGC. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The Audit Committee is responsible for, among other matters:

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Our Board has affirmatively determined that each of Dr. Muney, Mr. Morales and Mmes. Guichelaar and Rivera qualify as an independent director for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of the Audit Committee is financially literate and our Board has determined that Mr. Morales qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee’s written charter is available at our corporate website at www.canohealth.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.

Compensation Committee

The Compensation Committee is responsible for, among other matters:

The Compensation Committee may delegate to one or more executive officers of the Company the power to grant options and restricted stock or other equity-linked awards to employees or non-employee service providers of the Company or any subsidiary of the Company who are not directors or executive officers. Additionally, the Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities.

Our Board has affirmatively determined that each of Dr. Muney and Mr. Morales qualify as an independent director for purposes of serving on the Compensation Committee. The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.canohealth.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.

Nominating and Corporate Governance Committee

The NCGC is responsible for, among other matters:

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Our Board has affirmatively determined that each of Mmes. Guichelaar and Rivera and Mr. Trujillo qualify as an independent director for purposes of serving on the NCGC. The Board has adopted a written charter for the NCGC, which is available on our corporate website at www.canohealth.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.

The NCGC will consider candidates properly recommended by stockholders holding at least 3% of the Company’s common stock continuously for at least 24 months prior to the date of the submission of the recommendation in the same manner as candidates recommended to the NCGC from other sources. In evaluating director candidates, the NCGC will consider the current size and needs of the Board and the respective committees of the Board, as well as such factors as character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, other commitments, diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation, and other factors that the NCGC may consider appropriate. The NCGC requires the following minimum qualifications to be satisfied by any nominee for a position on the Board: high standards of personal and professional ethics and integrity; proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; skills that are complementary to those of the existing Board; the ability to assist and support management and make significant contributions to the Company’s success; an understanding of the fiduciary responsibilities that is required of a Board member and the commitment of time and energy necessary to diligently carry out those responsibilities. To recommend director candidates to the NCGC, stockholder recommendations containing all the required information specified in the NCGC’s charter must be submitted in writing to the Company’s Secretary of the Company at 9725 NW 117 Avenue, Miami, FL 33178 and by email at david.armstrong@canohealth.com not less than 120 calendar days prior to the date on which the Company’s definitive proxy statement was released to stockholders in connection with the previous year’s annual meeting.

For the year ended December 31, 2022, our Board held 5 regular meetings and 14 special meetings. Our Audit Committee, Compensation Committee and NCGC held 8, 4 and 3 meetings, respectively, during 2022. In 2022, Jacqueline Guichelaar attended less than 75% of total number of meetings of the Board and the committees of the Board on which she served. All directors attended our 2022 Annual Meeting of Stockholders. Each member of the Board is expected to make reasonable efforts to attend regularly scheduled meetings of the Board and to participate in telephone conference meetings or other special Board meetings. Attendance and participation at meetings is an important component of the directors’ duties and, as such, attendance rates will be taken into account by the NCGC and the Board in connection with assessments of director candidates for renomination as directors.

Board Leadership Structure

The following section describes our Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices. We believe our Board and Board committee composition benefits the Company and its stockholders.

Independence; Board Mix

Our Board has an effective mix of independent and non-independent directors. Our Board includes 5 independent directors and one non-independent director.

Separation of the Chairman and Chief Executive Officer Roles

In April 2023, we separated the role of our Chairman of the Board and our Chief Executive Officer (“CEO”). The Board of Directors has determined that it is in the best interests of our stockholders to have an independent, non-executive Chairman serve as the Company’s Board Chairman at this time and appointed Solomon Trujillo, our then-Lead Independent Director, to be our non-executive Chairman of the Board. This leadership structure aids the Board’s oversight of management and allows Dr. Hernandez to focus his attention on his role as our CEO, while remaining a director. The non-executive Chairman has the responsibility of presiding over all meetings of the Board, consulting with the CEO on Board meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the CEO and advising them on the efficiency of Board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities.

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Risk Oversight

Our Audit Committee oversees our risk management program, which is designed to identify, evaluate, and respond to our high priority risks and opportunities, with management reporting on areas of material risk based on its annual risk assessment exercise. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of our Company, including financial, legal, regulatory, strategic, and cybersecurity and other information security risks. As part of the annual risk assessment exercise, our management conducts executive management interviews, participates in key committee meetings (including meetings of the Disclosure Committee, Compliance Committee and, during our recent ERP implementation, the Oracle Committee), quantitatively scopes financial accounts and IT system sources and considers industry reports and legal and/or regulatory changes to understand short-term, medium-term and long-term priorities, objectives and strategies, taking into account the level of maturity and degree of integration of governance and risk management programs. Management provides regular updates to the Audit Committee on our risk management program and reports on identified high-priority risks and opportunities during regularly scheduled Audit Committee meetings, unless there are matters that merit more immediate action. In turn, the chairman of the Audit Committee is responsible for regularly reporting to the Board.

We recognize that Cybersecurity risk is a critical enterprise concern. To mitigate cybersecurity risk, we have obtained cybersecurity insurance coverage and established Cybersecurity and IT Governance Program to stay at the forefront of security and threat management. Our program monitors and assesses our IT environment to provide continuous improvement and automate incident response. We have instituted best practice for preventive safeguards, governance, monitoring, detection, response and third-party validation. Data, updates and results from our program are provided to the Audit Committee at regularly scheduled meetings, unless there are matters that merit more immediate action. In turn, the chairman of the Audit Committee is responsible for regularly reporting to the Board.

Code of Business Conduct and Ethics

Our Board has established a Code of Business Conduct and Ethics (the “Code”) that applies to all our officers, directors and employees. Among other matters, our Code is designed to deter wrongdoing and to promote:

Any waiver of the Code for our directors or officers may be made only by our Board and will be promptly disclosed as required by law or NYSE regulations. We intend to disclose on our website any amendment to, or waiver of, any provisions of our Code applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.

Our Code is available on our corporate website at https://investors.canohealth.com/governance/governance-documents/. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.

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Meetings of Independent Directors

In accordance with our Corporate Governance Guidelines, the non-management directors meet at regularly scheduled executive sessions without management participation, and the independent directors have the opportunity to meet in executive session without members of management as often as they deem appropriate, but at a minimum do so annually.

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:

Cano Health, Inc.

9725 NW 117th Avenue

Miami, Florida 33178

Attn: Board of Directors

c/o General Counsel

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. 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. The Company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

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EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as the Company’s executive officers as of April 30, 2023:

Dr. Marlow Hernandez’s biographical information can be found above in “Proposal 1 – Election of Directors – Continuing Directors.”

Brian D. Koppy has served as the Company’s Chief Financial Officer since April 2021. Prior to joining Cano Health, Mr. Koppy served as Senior Vice President of Enterprise Financial Planning and Analysis for CVS Health Corporation (NYSE: CVS), a healthcare company, from April 2019 to March 2021. Prior to CVS’ merger with Aetna Inc., Mr. Koppy served as Chief Financial Officer of Aetna’s Commercial Markets Business from June 2013 to March 2019. Mr. Koppy also has prior experience at Assurant, Inc. (NYSE: AIZ), and Barnes Group, Inc. (NYSE: B). Mr. Koppy received a BS and an MBA in finance from the University of Connecticut.

Robert Camerlinck has served as the Company’s Chief Operating Officer since August 2022. Prior to such appointment, from June 2020 Mr. Camerlinck served as President of Healthy Partners, Inc., a provider of primary care services that he founded in 1994, which the Company acquired in June 2020. From 2000 to May 2020, Mr. Camerlinck served as Healthy Partners, Inc.’s Chief Executive Officer.

Dr. Richard B. Aguilar has served as the Company’s Chief Clinical Officer since 2015. Dr. Aguilar is a member of the American College of Physicians, National Hispanic Medical Association, as well as the American Diabetic Association. Dr. Aguilar maintained a private practice with offices in Downey and Huntington Park, CA from 1988 to 2021. Dr. Aguilar has served as Chief of Medicine and Chief of the ICU at several hospitals from 1990 to 1992 and from 2006 to 2010 was also director of Diabetes Care for High Lakes Health Care in Bend, Oregon. Dr. Aguilar also served as an advisory board member to the American Diabetes Association and the Latino Health Care Provider CE Planning Committee from 2003 to 2006. In 2009, Dr. Aguilar was recognized by the American Diabetes Association/National Committee for Quality Assurance as a recipient of the Diabetes Physician Recognition Program in the state of Oregon and in 2011, he received the same award for patient care at his California offices. In 2017 and again in 2018, various Miami-based Cano Health offices also received this recognition. Dr. Aguilar also is co-founder and Medical Director of Diabetes Nation, a primary care founded group which published its Diabetes Intervention and Management with Excellence Program^® Care Model results. Dr. Aguilar received his medical degree at the University of California, Irvine College of Medicine and completed his internship and residency in Internal Medicine at UC Irvine Medical Center and Long Beach Veterans Administration Medical Center.

David Armstrong, J.D. has served as the Company’s General Counsel and Chief Compliance Officer since August 2018. Mr. Armstrong is an experienced corporate generalist with substantial law firm and in-house experience representing all aspects of commercial operations. Prior to joining Cano Health, Mr. Armstrong served in a number of corporate roles including General Counsel, Chief Compliance Officer and Corporate Secretary of Promise Healthcare, Inc., a healthcare service provider, from May 2008 to December 2017; Senior Counsel Mid-Atlantic States for Kaiser Permanente, an integrated managed care consortium; and Assistant General Counsel at BlueCross BlueShield of Michigan, an independent licensee of Blue Cross Blue Shield Association. In addition, Mr. Armstrong has practiced law in private practice, most recently as partner in the Law Offices of Julie Allison, P.A. from December 2017 to August 2018, a full-service law firm with a national clientele of clients including entrepreneurs, hospitals, clinics, facilities, clinical laboratories, physicians, medical groups, insurance brokers and healthcare provider networks. Mr. Armstrong earned his JD (cum laude) from the University of Michigan Law School and his undergraduate degree from Michigan State University. Mr. Armstrong is a member of the Bar in Florida, Maryland, Pennsylvania and Michigan.

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Mark Novell has served as the Company’s Chief Accounting Officer since May 2021. Prior to joining Cano Health, Mr. Novell served as Chief Accounting Officer and Vice President, Controller of European Wax Center Inc. (NASDAQ: EWCZ), a major chain of hair removal salons, from October 2016 to February 2021 where he led financial reporting, treasury management, tax compliance and structuring, and financial systems. He was Vice President, Assistant Corporate Controller of Carnival Corporation & PLC (NYSE/LSE: CCL; NYSE: CUK) from June 1999 to October 2016 where he oversaw global reporting and accounting matters during Carnival’s most rapid period of growth. Mr. Novell earned a BS in Accounting from Pennsylvania State University.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion & Analysis

This Compensation Discussion & Analysis (“CD&A”) describes our key compensation policies and determinations that applied to our named executive officers for 2022. When we refer to the “named executive officers” or NEOs in this CD&A, we are referring to the following individuals:

The following discussion should be read together with the compensation tables and related disclosures set forth below.

Executive Summary

We are a primary care-centric, technology-powered healthcare delivery and population health management platform designed with a focus on clinical excellence. We are one of the largest independent primary care physician groups in the U.S. We utilize our technology-powered, value-based care delivery platform to provide care for our members. Our mission is simple: to improve patient health by delivering superior primary care medical services while forging life-long bonds with our members. Our vision is clear: to become a leader in primary care by improving the health, wellness and quality of life of the communities we serve, while using disciplined cost controls to reduce healthcare costs.

Key 2022 Compensation Actions

The primary elements of our total direct compensation program for the NEOs, and a summary of the actions taken by the Compensation

Committee with respect to 2022, are set forth below.

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Overview of Executive Compensation Program

Executive Compensation Objectives

Cano Health requires top talent with a wide range of skills, experience, and leadership qualities to guide the Company in support of its mission and create long-term value for our stockholders. The Compensation Committee’s goal is to implement an executive compensation program that is built upon the following 3 core objectives:

2022 Executive Compensation Program Design

Cano Health’s executive compensation program is designed to balance our goal of attracting, motivating, and retaining high-performing senior executives with our goal of aligning their interests with those of our stockholders. The target total direct compensation (“TDC”) of our NEOs in 2022 consisted of the following elements: base salary, a target cash bonus opportunity under our AIP, and a target equity incentive opportunity under our LTIP (all as more fully described in this CD&A).

Our executive compensation philosophy is focused on pay-for-performance. In this regard, we link a significant portion of each NEO’s target TDC to the achievement of specified performance goals or appreciation in the market price of our common stock. As illustrated by the charts below, the majority of 2022 target pay that could have been earned by our NEOs was variable, at-risk pay.

CEO 2022 Target Pay Mix		Other NEOs Average 2022 Target Pay Mix*

The Compensation Committee will annually evaluate our executive compensation program to ensure that it is consistent with our short-term and long-term goals and the dynamic nature of our business.

Compensation Governance

The following features of our ongoing executive compensation program are designed to align with stockholder interests and compensation governance best practices:

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As we mature as a public company, we will continually evaluate our compensation governance and strive to reflect market best practices. We are committed to sound compensation governance, which we believe promotes the long-term interests of our stockholders, fosters sustained business success, and strengthens Board and management accountability.

How We Determine Executive Compensation

Oversight Responsibilities for Executive Compensation

The table below summarizes the key oversight responsibilities for our executive compensation program.

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Use of Peer Group and General Market Data

Based on the advice and analysis of its independent compensation consultant, FW Cook, the Compensation Committee approved the following peer group of 16 companies for 2022:

The peer companies primarily consist of companies operating healthcare facilities and providing patient services. Based on data compiled by FW Cook at the time of the peer group development (reflecting publicly available data as of December 31, 2021), our revenue based on the available trailing 4 quarters and market capitalization were at the 49th and 53rd percentiles, respectively, in relation to the peer group.

Due to the nature of our business, we also compete for executive talent with companies outside our peer group, including public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential. In setting compensation, the Compensation Committee considers each NEO’s level and job performance, their duties and responsibilities at the Company compared to the duties and responsibilities of executive officers in similar positions at the peer group companies, as well as general industry survey data and other circumstances unique to the Company.

The Compensation Committee then evaluates whether the compensation elements and levels provided to our NEOs were generally appropriate relative to their responsibilities at the Company compared to compensation elements and levels provided to their counterparts in the peer group or within the market. The Compensation Committee considers both objective and subjective criteria to evaluate Company and individual performance, which allows it to exercise informed judgment and not rely solely on rigid benchmarks. Accordingly, the Compensation Committee does not formulaically tie compensation decisions to any particular range or percentile level of total compensation paid to executives at the peer group companies or general industry survey data.

Our Compensation Committee will review our compensation peer group periodically and will make adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

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Consideration of 2022 Say-On-Pay Advisory Vote

The Compensation Committee considered the results of our first stockholder “say-on-pay” advisory vote. Stockholders showed strong support for our executive compensation program, with 96.8% of the votes cast in favor of the Company’s say-on-pay vote at our 2022 Annual Meeting of Stockholders. In light of the strong support reflected by the results of the 2022 “say-on-pay” proposal, the Compensation Committee maintained our general philosophy on executive compensation for 2022. The Compensation Committee will continue to review the design of the executive compensation program in light of future say-on-pay votes, developments in executive compensation market trends and practices, and the Company’s pay-for-performance philosophy to ensure that the executive compensation program continues to serve the best interests of the Company and its stockholders.

Named Executive Officer Compensation

Annual Base Salary

Annual base salaries are a fixed amount paid to each executive for performing their normal duties and responsibilities of employment. We determine the amount based on the executive’s overall performance, level of responsibility, tenure and experience in role, and market data. Consistent with our initiative to conserve our cash resources, there were no base salary increases in 2022.

Annual Incentive Plan

Our AIP is a cash-based program that is designed to drive the achievement of our critical annual financial and strategic goals, which are key indicators of effective operational performance and should build the foundation for long-term stockholder value creation. For 2022, the AIP framework was as follows:

The target annual incentive opportunity for each of our NEOs for 2022 was as follows:

Annual incentive payments can range from 0% to 200% of the target award opportunity, based on performance relative to goals, as determined by the Compensation Committee. The Compensation Committee established the following goals and payout levels under the 2022 AIP:

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The 2022 AIP performance levels were intended to be rigorous, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The threshold, target and maximum performance and payout opportunities under the 2022 AIP (subject to interpolation between points), along with the actual performance achieved and related weighted score, are set forth below:

Weighted Average Financial Performance Score: 33.1%

The NEOs were also subject to a scorecard of strategic objectives with an allocated weighting of 15% relating to the Company’s performance with respect to: Net Promoter Score, Healthcare Effectiveness Data and Information Set (“HEDIS”) (Stars) and Total Medical Loss Ratio (MLR) (collectively, the “Strategic Objectives”). The Compensation Committee determined that the Strategic Objectives were achieved at target performance.

The formulaic outcome based on the financial metrics and the Strategic Objectives was 48.1%, based on the 33.1% financial metric and the 15% strategic metric. However, after holistically considering the Company’s overall performance during 2022, as well as the Company’s initiative to conserve cash, the Compensation Committee exercised its negative discretion and determined not to pay any cash bonuses for 2022.

2022 Long-Term Incentive Program (“LTIP”)

Long-term equity incentive awards under our LTIP are designed to enable us to align our NEOs’ interests with those of our stockholders by giving them a meaningful ownership interest in our Company. We believe that equity awards provide our NEOs with a direct interest in our long-term performance and create an ownership mindset.

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For 2022, our NEOs were eligible to receive annual equity incentive awards in the form of time-based stock options and performance-adjusted restricted stock units (“PARSUs”). All stock option and PARSU awards are approved by the Compensation Committee or our Board. The target value of each executive’s annual equity award opportunity was intended to be market competitive and reflective of such executive’s skill set, experience, role, and responsibilities.

The table below summarizes the key features of our NEOs’ 2022 equity awards:

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For 2022, the PARSUs that were eligible to be earned based on achievement of the revenue and Adjusted EBITDA goals set forth below, as further adjusted by the relative TSR modifier, consisted of the following:

Step 1: Measure Performance Against Financial Goals (with performance between points interpolated)

Weighted Average Financial Score: 38.9%

Step 2: Calculate Relative TSR Modifier (with performance between points interpolated)

Step 3: Calculate Final Earned LTI Percentage

Based on the foregoing calculation, the following table shows the stock options and final earned PARSUs granted under the 2022 LTIP. Dr. Aguilar received an incremental PARSU allocation of 5.5% in recognition of his 2022 performance and contribution in the critically important areas of medical quality, research and clinical training.

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2022 Target LTI Value versus Awarded LTI Value

($000)

Following completion of the 2022 performance period:

Notwithstanding that the foregoing LTI awards were granted with respect to 2022 performance, as required by applicable SEC rules, these LTI awards will be reported in the Summary Compensation Table and Grants of Plan Based Awards Table included in our 2024 proxy statement because they were formally granted in 2023.

Please refer to the 2022 proxy statement for a discussion of the equity awards formally granted in 2022 with respect to the 2021 performance period which are reflected in the Grants of Plan Based Awards table.

Separate from the annual LTIP awards, and pursuant to his employment agreement, on August 1, 2022 Mr. Camerlinck also received a 1-time promotion equity grant of 250,000 RSUs, which will vest pro-rata over 4 years commencing on the 1st anniversary of the grant date, subject to Mr. Camerlinck’s continued employment with us through each such vesting date.

Other Compensation and Governance Matters

Employment Agreements

We have entered into employment agreements with each of our NEOs which provide for “at will” employment. For additional information regarding the material terms of each NEO’s employment agreement, please see the section below entitled “Employment Agreements with Named Executive Officers.” Each of our NEOs is also subject to a non-competition, non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as non-competition and non-solicitation of customers, employees and consultants covenants that apply during employment and for 1 year following termination, subject to the type of termination in the case of the non-competition provision.

Retirement, Health, Welfare, Perquisites and Personal Benefits

Our NEOs are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, flexible spending accounts, short and long-term disability, and life insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.

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We sponsor a 401(k) defined contribution plan in which our U.S.-based NEOs may participate, subject to limits imposed by the Internal Revenue Code of 1986, as amended (the “IRC Code”), to the same extent as our other U.S.-based regular employees.

Employee Stock Purchase Plan

Pursuant to our employee stock purchase plan, employees, including our NEOs, have an opportunity to purchase our Class A common stock at a discount through payroll deductions. The purpose of the employee stock purchase plan is to encourage our employees, including our NEOs, to become our stockholders and better align their interests with those of our other stockholders.

Stock Ownership Guidelines

The Compensation Committee has established stock ownership guidelines to encourage equity ownership by our executive officers and non- employee directors in order to reinforce the link between their financial interests and those of our stockholders. Under our stock ownership guidelines, our CEO is expected to own an amount of our stock equal in value to at least 5 times his base salary; our other NEOs are expected to own an amount of our stock equal in value to at least 3 times their respective base salaries; and our non-employee directors are expected to own an amount of our stock equal in value to at least 5 times their annual cash retainer. Until this minimum level is met, the applicable individual would be required to retain at least 50% (100% in the case of non-employee directors) of the after-tax shares acquired upon exercise of stock options and vesting of any restricted stock, restricted stock units and performance share awards.

Hedging and Pledging Transactions

Pursuant to our Insider Trading Policy, we prohibit our directors, officers and certain designated employees from buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities or engage in any other hedging transaction with respect to the Company’s securities, at any time.

We also have an anti-pledging policy whereby no executive officer or director may pledge the Company’s securities as collateral for a loan (or modify an existing pledge) unless the pledge has been approved by the Audit Committee. As described earlier in this CD&A, we have a pay-for-performance compensation philosophy under which compensation is predominantly earned and delivered in the form of equity. Given that our executive compensation program is heavily weighted towards equity, we believe permitting a limited amount of pledging is necessary and appropriate because it mitigates the need for executives to sell Company shares to address unanticipated or urgent personal and family liquidity needs. As part of its risk oversight function, the Audit Committee reviews any share pledges to assess whether such pledging poses an undue risk to the Company. As of December 31, 2022, there were no outstanding pledges for our NEOs and directors.

Tax Deductibility Policy

The Compensation Committee considered the deductibility of compensation for federal income tax purposes in the design of the Company’s compensation programs. While the Company generally seeks to maintain the deductibility of the incentive compensation paid to its executive officers, the Compensation Committee retains the flexibility necessary to provide cash and equity compensation in line with competitive practices, its compensation philosophy and the best interests of its stockholders, even if these amounts are not fully tax deductible.

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Compensation Risk Assessment

The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards, encourage executives to maintain both a short- and a long-term view with respect to the Company’s performance.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 401(b) of Regulation S-K with our management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled “Compensation Discussion and Analysis” be included in this filing.

Dr. Alan Muney, Chair

Angel Morales

The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the Commission and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, other than the Company’s 2022 Form 10-K, where it shall be deemed to be “furnished,” irrespective of any general incorporation language in any such filing.

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Executive Compensation Tables

2022 Summary Compensation Table

The following table presents information regarding the compensation earned or received by our NEOs during the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020.

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Grants of Plan-Based Awards for Fiscal Year 2022

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Employment Agreements with Named Executive Officers

Employment Agreement with Dr. Marlow Hernandez

Effective as of June 3, 2021, we entered into an employment agreement with Dr. Hernandez in connection with our business combination (the “Hernandez Employment Agreement”), pursuant to which we employ Dr. Hernandez as our CEO on an “at will” basis for a term of 3 years following the closing of our business combination, subject to automatic renewal for successive 1-year terms unless the Company or Dr. Hernandez delivers a written non-renewal notice. The Hernandez Employment Agreement provides that Dr. Hernandez’ annual base salary is subject to periodic review by our Compensation Committee and may be increased, but not decreased. In addition, the Hernandez Employment Agreement provides that Dr. Hernandez is eligible to receive cash incentive compensation, which target annual amount shall not be less than 50% of his annual base salary. Subject to approval by our Board, Dr. Hernandez shall also be eligible to receive an annual equity award with target value of $2,411,000. Upon the closing of our business combination, Dr. Hernandez was granted a stock option to purchase 2,820,000 shares of our Class A common stock. Dr. Hernandez is also eligible to participate in our employee benefit plans generally in effect from time to time.

In the event of a termination of Dr. Hernandez’ employment by the Company without “cause” (as defined in the Hernandez Employment Agreement, including due to the Company’s delivery of a non-renewal notice) or by his resignation for “good reason” (as defined in the Hernandez Employment Agreement), subject to Dr. Hernandez’ execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Dr. Hernandez will be entitled to receive: (i) base salary continuation for 12 months following his termination date (ignoring any reduction that constitutes good reason); (ii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); and (iv) subject to Dr. Hernandez’ election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Dr. Hernandez’ COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Dr. Hernandez’ employment is terminated by the Company without “cause” (including due to the Company’s delivery of a non-renewal notice), or by him for “good reason,” in each case, within 12 months following a “sale event” as defined in the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and subject to Dr. Hernandez’ execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Dr. Hernandez will be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) Dr. Hernandez’ then current base salary (ignoring any reduction that constitutes good reason) and (y) the average annual incentive compensation paid to Dr. Hernandez in each of the 2 completed years prior to the year of his date of termination (provided that if incentive compensation has not been paid to Dr. Hernandez for each of the prior 2 years, the amount shall be his target bonus for the current year) (ignoring any reduction that constitutes good reason); (ii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); (iii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iv) full acceleration of vesting of all outstanding equity awards; and (v) subject to Dr. Hernandez’ election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of: (A) twelve months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Dr. Hernandez’ COBRA health continuation period.

The cash severance payable to Dr. Hernandez upon a termination of employment is generally payable over the 12 months following the date of termination, subject to potential 6-month delay if required by Section 409A of the Code.

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Employment Agreement with Mr. Brian Koppy

Effective as of June 3, 2021, we entered into an amended and restated employment agreement (the “Koppy Employment Agreement”) with Mr. Koppy in connection with our business combination, pursuant to which we employ Mr. Koppy as our Chief Financial Officer on an “at will” basis. Pursuant to the Koppy Employment Agreement, Mr. Koppy’s annual base salary was initially $325,000 per year and is subject to periodic review by our Compensation Committee or Board. In addition, the Koppy Employment Agreement provides that Mr. Koppy is eligible to receive cash incentive compensation, which target annual amount shall not be less than 60% of his annual base salary. Mr. Koppy received a one-time signing bonus of $600,000 during 2021, which is subject to repayment of a pro-rated portion if his employment is terminated prior to April 5, 2023, which is the 2-year anniversary of the effective date of his original employment agreement, by either the Company for “cause” (as defined in the Koppy Employment Agreement) or by his resignation other than for “good reason” (as defined in the Koppy Employment Agreement). Subject to approval by our Board, Mr. Koppy is also eligible to receive an annual equity award with target value of $859,000. Mr. Koppy is also eligible to participate in our employee benefit plans generally in effect from time to time.

In the event of a termination of Mr. Koppy’s employment by the Company without “cause” or by his resignation for “good reason,” subject to Mr. Koppy’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and their affiliates, Mr. Koppy will be entitled to receive: (i) base salary continuation for 12 months following his termination date; (ii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which his termination occurs; (iii) a pro-rated portion of his target bonus for the year in which his termination occurs; and (iv) subject to Mr. Koppy’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Koppy’s COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Mr. Koppy’s employment is terminated by the Company without “cause”, or by him for “good reason,” in each case, within 12 months following a “sale event” as defined in the 2021 Plan and subject to Mr. Koppy’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Mr. Koppy will be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) Mr. Koppy’s base salary (ignoring any reduction that constitutes good reason) and (y) the average annual incentive compensation paid to Mr. Koppy in each of the 2 completed years prior to the year of his date of termination (provided that if incentive compensation has not been paid to Mr. Koppy for each of the prior 2 years, the amount shall be his target bonus for the current year) (ignoring any reduction that constitutes good reason); (ii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); (iii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iv) full acceleration of vesting of all outstanding equity awards; and (v) subject to Mr. Koppy’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Koppy’s COBRA health continuation period.

The cash severance payable to Mr. Koppy upon a termination of employment is generally payable over the 12 months following the date of termination, subject to potential 6-month delay if required by Section 409A of the Code.

Employment Agreement with Dr. Richard Aguilar

We entered into an employment agreement with Dr. Aguilar in connection with our business combination (the “Aguilar Employment Agreement”), pursuant to which we employ Dr. Aguilar as our Chief Clinical Officer on an “at will” basis for a term of 3 years following the closing of our business combination, subject to automatic renewal for successive 1-year terms, unless the Company or Dr. Aguilar delivers a written non-renewal notice. The Aguilar Employment Agreement provides that Dr. Aguilar’s annual base salary is

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subject to periodic review by our Compensation Committee and may be increased but not decreased. In addition, the Aguilar Employment Agreement provides that Dr. Aguilar is eligible to receive cash incentive compensation, which target annual amount shall not be less than 40% of his annual base salary. Subject to approval by our Board, Dr. Aguilar shall also be eligible to receive an annual equity award with target value of $646,000. Upon the closing of our business combination, Dr. Aguilar was granted a stock option to purchase 600,700 shares of our Class A common stock and a RSU award in respect of 200,000 shares of our Class A common stock. Dr. Aguilar is also eligible to participate in our employee benefit plans generally in effect from time to time.

In the event of a termination of Dr. Aguilar’s employment by the Company without “cause” (as defined in the Aguilar Employment Agreement, including due to the Company’s delivery of a non-renewal notice) or by his resignation for “good reason” (as defined in the Aguilar Employment Agreement), subject to Dr. Aguilar’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Dr. Aguilar will be entitled to receive: (i) base salary continuation for 12 months following his termination date (ignoring any reduction that constitutes good reason); (ii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which his termination occurs; (iii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); and (iv) subject to Dr. Aguilar’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Dr. Aguilar’s COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Dr. Aguilar’s employment is terminated by the Company without “cause” (including due to the Company’s delivery of a non-renewal notice), or by him for “good reason,” in each case, within 12 months following a “sale event” as defined in the 2021 Plan and subject to Dr. Aguilar’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Dr. Aguilar will be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) Dr. Aguilar’s then current base salary (ignoring any reduction that constitutes good reason) and (y) the average annual incentive compensation paid to Dr. Aguilar in each of the 2 completed years prior to the year in which his termination occurs (provided that if incentive compensation has not been paid to Dr. Aguilar for each of the prior 2 years, the amount shall be his target bonus for the current year) (ignoring any reduction that constitutes good reason); (ii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); (iii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iv) full acceleration of vesting of all outstanding equity awards; and (v) subject to Dr. Aguilar’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Dr. Aguilar’s COBRA health continuation period.

The cash severance payable to Dr. Aguilar upon a termination of employment is generally payable over the 12 months following the date of termination, subject to potential 6-month delay if required by Section 409A of the Code.

Employment Agreement with Mr. Robert Camerlinck

Effective as of August 1, 2022, we entered into an employment agreement with Mr. Camerlinck (the “Camerlinck Employment Agreement”), pursuant to which we employ Mr. Camerlinck as our Chief Operating Officer for a term of 2 years following such date, subject to automatic renewal for successive 1-year terms, unless the Company or Mr. Camerlinck delivers a written non-renewal notice. The Camerlinck Employment Agreement provides that Mr. Camerlinck’s annual base salary is subject to periodic review by our Compensation Committee and may be increased, but not decreased. In addition, the Camerlinck Employment Agreement provides that Mr. Camerlinck is eligible to receive cash incentive compensation, an annual equity award with target value of $1,000,000, and a 1-time promotion equity grant of 250,000 RSUs. Mr. Camerlinck is also eligible to participate in our employee benefit plans generally in effect from time to time.

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In the event of a termination of Mr. Camerlinck’s employment by the Company without “cause” (as defined in the Camerlinck Employment Agreement, including due to the Company’s delivery of a non-renewal notice) or by his resignation for “good reason” (as defined in the Camerlinck Employment Agreement), subject to Mr. Camerlinck’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Mr. Camerlinck will be entitled to receive: (i) base salary continuation for 12 months following his termination date (ignoring any reduction that constitutes good reason); (ii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); and (iv) subject to Mr. Camerlinck’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Camerlinck’s COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Mr. Camerlinck’s employment is terminated by the Company without “cause” (including due to the Company’s delivery of a non-renewal notice), or by him for “good reason,” in each case, within 12 months following a “sale event” as defined in the 2021 Plan and subject to Mr. Camerlinck’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Mr. Camerlinck will be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) Mr. Camerlinck’s then current base salary (ignoring any reduction that constitutes good reason) and (y) the average annual incentive compensation paid to Mr. Camerlinck in each of the two completed years prior to the year of his date of termination (provided that if incentive compensation has not been paid to Mr. Camerlinck for each of the prior 2 years, the amount shall be his target bonus for the current year) (ignoring any reduction that constitutes good reason); (ii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); (iii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iv) full acceleration of vesting of all outstanding equity awards; and (v) subject to Mr. Camerlinck’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Camerlinck’s COBRA health continuation period.

The cash severance payable to Mr. Camerlinck upon a termination of employment is generally payable over the 12 months following the date of termination, subject to potential 6-month delay if required by Section 409A of the Code.

Employment Agreement with Mr. David Armstrong

On March 15, 2022, we entered into a new employment agreement with Mr. Armstrong (the “Armstrong Employment Agreement”), pursuant to which we employ Mr. Armstrong as our Chief Compliance Officer, General Counsel and Corporate Secretary on an “at will” basis for a term of 3 years following such date, subject to automatic renewal for successive 1-year terms, unless the Company or Mr. Armstrong delivers a written non-renewal notice. The Armstrong Employment Agreement provides that Mr. Armstrong’s annual base salary is subject to periodic review by our Compensation Committee and may be increased but not decreased. In addition, the Armstrong Employment Agreement provides that Mr. Armstrong is eligible to receive cash incentive compensation, which target annual amount shall not be less than 30% of his annual base salary. Subject to approval by our Board, Mr. Armstrong shall also be eligible to receive an annual equity award with target value of $543,000. Mr. Armstrong is also eligible to participate in our employee benefit plans generally in effect from time to time.

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In the event of a termination of Mr. Armstrong’s employment by the Company without “cause” (as defined in the Armstrong Employment Agreement, including due to the Company’s delivery of a non-renewal notice) or by his resignation for “good reason” (as defined in the Armstrong Employment Agreement), subject to Mr. Armstrong’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Mr. Armstrong will be entitled to receive: (i) base salary continuation for 12 months following his termination date (ignoring any reduction that constitutes good reason); (ii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); and (iv) subject to Mr. Armstrong’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Armstrong’s COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Mr. Armstrong’s employment is terminated by the Company without “cause” (including due to the Company’s delivery of a non-renewal notice), or by him for “good reason,” in each case, within 12 months following a “sale event” as defined in the 2021 Plan and subject to Mr. Armstrong’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of the Company and its affiliates, Mr. Armstrong will be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) Mr. Armstrong’s then current base salary (ignoring any reduction that constitutes good reason) and (y) the average annual incentive compensation paid to Mr. Armstrong in each of the 2 completed years prior to the year of his date of termination (provided that if incentive compensation has not been paid to Mr. Armstrong for each of the prior 2 years, the amount shall be his target bonus for the current year) (ignoring any reduction that constitutes good reason); (ii) a pro-rated portion of his target bonus for the year in which his termination occurs (ignoring any reduction that constitutes good reason); (iii) any earned but unpaid incentive compensation with respect to the completed year prior to the year in which the termination occurs; (iv) full acceleration of vesting of all outstanding equity awards; and (v) subject to Mr. Armstrong’s election to receive continued health benefits under COBRA and copayment of premium amounts at the active employees’ rate, payment of remaining premiums for participation in our health benefit plans until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Armstrong’s COBRA health continuation period.

The cash severance payable to Mr. Armstrong upon a termination of employment is generally payable over the 12 months following the date of termination, subject to potential 6-month delay if required by Section 409A of the Code.

Outstanding Equity Awards at 2022 Fiscal Year End

The table below sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2022.

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