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ARBOR HEALTH TECHNOLOGIES INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Adopted by the Board of Directors on February 8, 2024 Effective upon the closing of the initial public offering of common stock of Arbor Health Technologies Inc. on February 13, 2024

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I. PURPOSE

The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), is established by the Board to assist the Board in fulfilling its oversight responsibilities with respect to the following matters:

1. The compensation of the Company's executive officers, including the Chief Executive Officer (the "CEO"), and the evaluation of the CEO's performance in connection with such compensation determinations;

2. The oversight of the Company's overall compensation philosophy, policies, and programs, including the alignment of such philosophy, policies, and programs with the Company's strategic objectives, regulatory requirements, and the interests of the Company's stockholders;

3. The administration of the Company's equity compensation plans, including the 2024 Equity Incentive Plan and the 2024 Employee Stock Purchase Plan (collectively, with any successor plans, the "Equity Plans"), and the oversight of equity awards made thereunder;

4. The review and oversight of the Company's human capital management strategies as they relate to compensation, including the attraction, retention, and motivation of key talent critical to the Company's success in the healthcare services and software-as-a-service industry;

5. The production of the annual Compensation Committee Report required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's proxy statement or annual report on Form 10-K, as applicable;

6. The evaluation of the independence of any compensation consultant, legal counsel, or other adviser retained by the Committee in accordance with applicable listing standards and federal securities laws; and

7. Such other duties and responsibilities as may be delegated to the Committee by the Board from time to time.

In fulfilling its purpose, the Committee shall act in compliance with the requirements of Section 303A.05 of the New York Stock Exchange ("NYSE") Listed Company Manual, Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10C-1 promulgated thereunder, as each may be amended from time to time. The Committee shall also have regard for the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Corporate Governance Guidelines, and other governing documents, in each case as in effect from time to time.

II. COMPOSITION AND MEMBERSHIP

A. Number of Members

The Committee shall consist of no fewer than three (3) members of the Board. The Board may from time to time increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of no fewer than three (3) members.

B. Initial Members

The initial members of the Committee, effective upon the closing of the Company's initial public offering on February 13, 2024, shall be the following directors:

C. Independence Requirements

Each member of the Committee must satisfy the independence requirements established by the following standards, as each may be amended from time to time:

(a) Section 303A.02 of the NYSE Listed Company Manual, which sets forth the general director independence requirements applicable to directors of NYSE-listed companies;

(b) Section 303A.05(a) of the NYSE Listed Company Manual, which sets forth the enhanced compensation committee independence requirements, including the requirement that the Board consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member; and

(c) Rule 10C-1(b)(1) under the Exchange Act, which requires that each member of the compensation committee be a member of the board of directors and be independent, taking into consideration such factors as the applicable national securities exchange may specify.

In making its determination regarding the independence of each Committee member, the Board shall consider all factors specifically relevant to determining whether such director has a relationship to the Company that is material to the director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

(i) The source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company or any subsidiary of the Company to such director; and

(ii) Whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.

The foregoing factors shall be considered in addition to the factors considered by the Board in determining the general independence of each director under Section 303A.02 of the NYSE Listed Company Manual.

Controlled Company Exemption. If the Company qualifies as a "controlled company" under Section 303A.00 of the NYSE Listed Company Manual (i.e., if more than fifty percent (50%) of the Company's voting power for the election of directors is held by an individual, a group, or another company), the Committee may avail itself of the controlled company exemption from the independence requirements of Section 303A.05, subject to a determination by the Board that such exemption is appropriate and consistent with the Company's corporate governance principles, and subject to the disclosure requirements set forth in the NYSE Listed Company Manual. As of the effective date of this Charter, the Company does not claim controlled company status.

Transition Provisions. In accordance with the phase-in rules set forth in Section 303A.00 of the NYSE Listed Company Manual applicable to companies listing in connection with an initial public offering, during the first year following the Company's listing, one member of the Committee may be a director who does not satisfy the enhanced independence requirements of Section 303A.05(a), provided that (i) the Committee has at least three (3) members, (ii) the Board determines that such member's service on the Committee is required by the best interests of the Company and its stockholders, and (iii) such determination and the nature of the relationship that makes the director not independent are disclosed in the Company's annual proxy statement or annual report on Form 10-K. Any director appointed to the Committee in reliance on this transition provision must satisfy the independence requirements no later than the first anniversary of the Company's listing date.

D. Appointment and Removal

Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Members of the Committee may be removed by the Board at any time, with or without cause, upon the recommendation of the Nominating and Corporate Governance Committee or on the Board's own initiative.

Each member of the Committee shall serve until such member's successor is duly appointed by the Board, or until such member's earlier resignation, removal from the Committee or the Board, or death.

The Board shall designate one member of the Committee as Chair of the Committee. In the absence of such designation by the Board, the members of the Committee shall elect a Chair from among the Committee's members by majority vote of all Committee members then serving.

E. Resignation and Vacancies

Any member of the Committee may resign from the Committee at any time by delivering written notice of such resignation to the Board (which notice may be delivered to the Chairman of the Board or to the Corporate Secretary). Such resignation shall be effective upon receipt of such notice or at such later time as may be specified therein.

Any vacancy on the Committee, whether arising from resignation, removal, death, or an increase in the number of Committee members, shall be filled by the Board, upon the recommendation of the Nominating and Corporate Governance Committee, and shall be filled as promptly as practicable in order to ensure the Committee's continued ability to discharge its responsibilities.

III. MEETINGS AND PROCEDURES

A. Frequency. The Committee shall meet at least four (4) times per year and more frequently as circumstances require in order to fulfill its duties and responsibilities under this Charter. The Committee shall establish a regular meeting calendar on an annual basis, which calendar shall be coordinated with the Company's annual financial reporting and proxy statement preparation schedule.

Meetings of the Committee may be called by the Chair of the Committee, by any two (2) members of the Committee, or by the Chairman of the Board (Dr. Nathaniel Rourke, in his capacity as Chairman of the Board, or any successor Chairman). Notice of each meeting shall be given to each member of the Committee in accordance with the Company's Amended and Restated Bylaws.

B. Quorum and Voting

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The affirmative vote of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the Committee.

The Committee may act by unanimous written consent in lieu of a meeting, to the extent permitted by the Company's Amended and Restated Bylaws and the General Corporation Law of the State of Delaware (the "DGCL"). Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee, and shall be filed with the minutes of the proceedings of the Committee.

C. Attendance and Participation

Members of the Committee may participate in meetings of the Committee by means of telephone conference call or other communications equipment that permits all participants to hear each other simultaneously during the meeting. Participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.

The Committee may invite members of management, including the CEO, the Chief Financial Officer (David Halderman), the General Counsel (Rachel Moynihan), and the Chief Medical Officer (Dr. Priya Subramanian), as well as outside counsel (including Calderwood & Harkness LLP), the Company's independent compensation consultant, and other advisers, to attend all or a portion of any meeting, as the Committee deems appropriate in its sole discretion. Notwithstanding the foregoing, no member of management shall have any right to attend or participate in any meeting of the Committee, and the Committee may exclude any person from any meeting or portion thereof as it deems appropriate.

The CEO (Dr. Nathaniel Rourke) shall not be present during any deliberations or voting by the Committee with respect to the CEO's own compensation, including the CEO's base salary, annual incentive compensation, long-term incentive compensation, equity-based awards, or any other element of the CEO's total compensation. This restriction shall apply regardless of whether the CEO is otherwise invited to attend other portions of the same meeting.

D. Agenda and Minutes

The Chair of the Committee shall establish the agenda for each meeting of the Committee, in consultation with other members of the Committee, management, and the Committee's independent compensation consultant, as appropriate. Any member of the Committee may request that an item be included on the agenda for any meeting.

Minutes of each meeting of the Committee shall be prepared, reviewed, and maintained by the Corporate Secretary (Rachel Moynihan) or her designee. Draft minutes shall be circulated to all members of the Committee for review promptly following each meeting, and final minutes shall be approved by the Committee at or prior to the next regularly scheduled meeting. Copies of all approved minutes shall be maintained with the Company's corporate records and made available to the full Board upon request.

The Chair of the Committee shall report to the full Board regarding the Committee's actions, recommendations, and significant matters discussed at each meeting of the Committee. Such report shall be made at the next regularly scheduled meeting of the Board following the Committee meeting, or at such earlier time as the Chair deems appropriate or as the Board may request.

E. Executive Sessions

The Committee shall meet in executive session, without any members of management present, at each regularly scheduled meeting of the Committee, or as otherwise deemed necessary by the Chair or by a majority of the members of the Committee. During such executive sessions, the Committee may discuss any matters within the scope of this Charter, including the performance and compensation of the CEO and other executive officers, the engagement and performance of the Committee's independent compensation consultant, and any other matters the Committee deems appropriate to discuss outside the presence of management.

IV. AUTHORITY AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities, in addition to any other duties that may be delegated to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall exercise its business judgment and may rely on information, opinions, reports, and statements prepared or presented by management, outside advisers, and other persons as to matters the Committee reasonably believes are within such person's professional or expert competence.

A. Executive Compensation

1. CEO Compensation. The Committee shall review and approve, or review and recommend to the Board for approval, the annual base salary, annual cash incentive compensation (including target bonus opportunity, performance metrics, and actual payout amounts), long-term incentive compensation, equity-based awards (including stock options, restricted stock units, and performance-based equity awards), and any other compensation or benefit arrangements for the Chief Executive Officer (Dr. Nathaniel Rourke).

In making its determination regarding CEO compensation, the Committee shall evaluate the CEO's performance in light of the Company's corporate goals and objectives relevant to the CEO's compensation, including both financial and operational performance metrics, strategic milestones, and such other qualitative and quantitative factors as the Committee deems relevant. The Committee shall set the CEO's compensation level based on such evaluation, taking into account the Company's compensation philosophy, competitive market data provided by the Committee's independent compensation consultant, the Company's overall financial performance, and the long-term interests of the Company's stockholders.

2. Other Executive Officers. The Committee shall review and approve, or review and recommend to the Board for approval, the compensation for all other executive officers of the Company, including the Co-Founder and Chief Technology Officer (Margaret Tsujimoto), the Chief Financial Officer (David Halderman), the General Counsel and Corporate Secretary (Rachel Moynihan), and the Chief Medical Officer (Dr. Priya Subramanian), as well as any other individuals designated as "executive officers" for purposes of Section 16 of the Exchange Act or otherwise determined by the Board to be executive officers.

In connection with the foregoing, the Committee shall review and approve (or recommend to the Board for approval) all employment agreements, offer letters, severance and separation arrangements, change-in-control provisions and agreements, retention agreements, and any special or supplemental benefits, perquisites, or other compensation arrangements applicable to executive officers, including any material amendments to such arrangements.

3. Compensation Philosophy and Peer Group. The Committee shall establish and periodically review the Company's overall compensation philosophy and strategy to ensure that such philosophy and strategy are appropriately designed to:

(a) Align the interests of the Company's executive officers with the interests of the Company's stockholders through the use of equity-based and performance-based compensation;

(b) Support the Company's business objectives and long-term strategic plan;

(c) Attract, retain, and motivate key talent in the healthcare services and software-as-a-service ("SaaS") industry, taking into account the competitive landscape for executive talent in the Company's relevant markets;

(d) Provide a total compensation package that is competitive, equitable, and reflective of the scope and complexity of each executive officer's role; and

(e) Ensure compliance with applicable laws, regulations, and listing standards.

The Committee shall approve the peer group of companies used for benchmarking executive compensation, and shall review and update the peer group composition at least annually to ensure that it remains appropriate and reflective of the Company's size, industry, geographic scope, and business complexity.

B. Equity Compensation Plans

1. Plan Administration. The Committee shall serve as the administrator of the Company's equity compensation plans, with full authority to exercise all powers and make all determinations authorized by the terms of each such plan, except to the extent such powers are reserved to the Board or delegated to an officer of the Company as provided in Section V of this Charter. The equity compensation plans currently administered by the Committee include:

2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was adopted by the Board on January 15, 2024, and is effective upon the closing of the Company's initial public offering. The plan provides for the reservation of 10,300,000 shares of the Company's common stock for issuance thereunder, representing approximately ten percent (10%) of the 103,000,000 shares of common stock outstanding immediately following the closing of the initial public offering. The plan includes an annual "evergreen" provision pursuant to which the number of shares reserved for issuance under the plan shall automatically increase on January 1 of each calendar year during the term of the plan by an amount equal to three percent (3%) of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, or such lesser number of shares as may be determined by the Board or the Committee. The plan authorizes the grant of incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), non-qualified stock options ("NQSOs"), restricted stock awards, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), and performance-based awards, on such terms and conditions as the Committee may determine.

2024 Employee Stock Purchase Plan. The 2024 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board on January 15, 2024, and is effective upon the closing of the Company's initial public offering. The ESPP provides for the reservation of 2,060,000 shares of the Company's common stock for issuance thereunder, representing approximately two percent (2%) of the shares of common stock outstanding immediately following the closing of the initial public offering. Under the ESPP, eligible employees may purchase shares of common stock at a discount of fifteen percent (15%) from the lesser of the fair market value of such shares on the offering date or the purchase date, through payroll deductions during semi-annual offering periods. The ESPP is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Code.

2014 Stock Incentive Plan. The 2014 Stock Incentive Plan was adopted by the Board prior to the Company's initial public offering and authorizes the issuance of up to 12,000,000 shares of common stock. As of the effective date of this Charter, options to purchase 11,200,000 shares have been granted under the 2014 Stock Incentive Plan, of which options to purchase 8,400,000 shares have vested. The weighted average exercise price of all options granted under the 2014 Stock Incentive Plan is $3.25 per share. No new grants shall be made under the 2014 Stock Incentive Plan following the closing of the Company's initial public offering; however, the Committee shall continue to administer outstanding awards under the 2014 Stock Incentive Plan in accordance with the terms of such plan.

In its capacity as plan administrator, the Committee shall grant equity awards, determine the terms of each award (including the number of shares subject to each award, the vesting schedule, the exercise price of any stock option or SAR, the performance criteria and goals applicable to any performance-based award, and any other terms and conditions), interpret the terms of each plan, and take such other actions as it deems necessary or advisable in connection with the administration of the Equity Plans.

The Committee shall approve and recommend to the Board any amendments to existing equity compensation plans or the adoption of new equity compensation plans, subject to stockholder approval where required by the terms of the applicable plan, NYSE listing standards, applicable tax law (including Sections 422 and 423 of the Code), or other applicable law.

2. Section 162(m) and Tax Matters. The Committee shall consider the tax and accounting implications of the Company's compensation programs, including the impact of Section 162(m) of the Code, which generally limits the deductibility for federal income tax purposes of compensation paid to "covered employees" (as defined in Section 162(m)) in excess of $1,000,000 per taxable year. While the Committee shall be mindful of the deductibility limitations imposed by Section 162(m), the Committee retains full discretion to approve compensation that may not be deductible under Section 162(m) if the Committee determines that such compensation is in the best interests of the Company and its stockholders.

The Committee shall also coordinate with the Company's tax advisers and outside counsel, including Sylvia Hartwell, Specialist Partner, Tax, at Calderwood & Harkness LLP, on compliance with Section 409A of the Code with respect to deferred compensation arrangements and equity awards, to ensure that the Company's compensation programs are designed and administered in a manner that avoids the imposition of additional taxes, penalties, and interest under Section 409A on participating employees.

The Committee shall further consider the accounting implications of the Company's compensation programs under applicable accounting standards, including ASC Topic 718 (Compensation — Stock Compensation), and shall coordinate with the Company's Chief Financial Officer and independent auditors to ensure appropriate accounting treatment.

C. Incentive Compensation and Risk Oversight

The Committee shall design and oversee the Company's annual cash incentive programs and long-term incentive programs, including the establishment of performance goals, target award levels, and payout schedules for each program. In designing incentive compensation programs, the Committee shall seek to balance short-term and long-term performance objectives and to align the interests of participants with the long-term interests of the Company's stockholders.

At least annually, the Committee shall assess whether the Company's compensation policies and practices, including incentive compensation programs applicable to executive officers and non-executive employees, create risks that are reasonably likely to have a material adverse effect on the Company. In conducting this risk assessment, the Committee may engage the Company's independent compensation consultant, outside counsel, or other advisers as it deems appropriate. The Committee shall report the findings of its risk assessment to the Board and shall take such actions as it deems necessary or appropriate to mitigate any material risks identified.

The Committee shall review and oversee the Company's clawback policies, including any policy adopted to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, and the applicable listing standards of the NYSE. The Committee shall have the authority to interpret and administer the Company's clawback policy, to determine whether a triggering event has occurred, and to determine the amount and form of any compensation recovery required thereunder.

D. Director Compensation

The Committee shall periodically review and make recommendations to the Board regarding the form and amount of compensation for non-employee directors of the Company, including annual cash retainers, committee chair and membership retainers, meeting fees (if any), equity awards (including initial grants to newly elected or appointed directors and annual grants to continuing directors), and other benefits. In formulating its recommendations, the Committee shall consider market data and competitive benchmarking information provided by the Committee's independent compensation consultant, the responsibilities and time commitment required of non-employee directors, and the Company's overall compensation philosophy.

The Committee shall ensure that director compensation is designed to attract and retain highly qualified individuals to serve on the Board, to align the interests of directors with the interests of stockholders, and to avoid creating any appearance of a conflict of interest or any impairment of director independence.

E. Compensation Committee Report

The Committee shall prepare (or oversee the preparation of) the Compensation Committee Report required for inclusion in the Company's annual proxy statement (or annual report on Form 10-K, if the Company does not file a proxy statement) in accordance with the rules and regulations of the SEC, including Item 407(e)(5) of Regulation S-K.

In connection with the preparation of the Compensation Committee Report, the Committee shall review and discuss with management the Compensation Discussion and Analysis ("CD&A") required by Item 402 of Regulation S-K. Based on such review and discussion, the Committee shall recommend to the Board whether the CD&A should be included in the Company's annual report on Form 10-K or proxy statement on Schedule 14A, as applicable. The Committee's recommendation and the Compensation Committee Report shall be included in the Company's proxy statement (or annual report) in the form required by applicable SEC rules.

F. Compensation Consultants, Legal Counsel, and Other Advisers

1. Authority to Retain Advisers. The Committee shall have the sole authority to retain, compensate, oversee the work of, and terminate any compensation consultant, outside legal counsel, or other adviser that the Committee deems necessary or appropriate to assist it in fulfilling its responsibilities. The Committee shall have direct access to such advisers and shall not be required to obtain the approval of the Board or management in connection with the retention or compensation of any adviser.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any compensation consultant, outside legal counsel, or other adviser retained by the Committee, as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

2. Independence Assessment. Before selecting or receiving advice from any compensation consultant, legal counsel, or other adviser (other than the Company's in-house counsel), the Committee shall assess the independence of such adviser, taking into consideration all relevant factors, including the following factors specified in Section 303A.05(c)(iv) of the NYSE Listed Company Manual and Rule 10C-1(b)(4) under the Exchange Act:

(a) Whether the adviser's firm provides other services to the Company;

(b) The amount of fees received from the Company by the adviser's firm, as a percentage of the total revenue of such firm;

(d) Any business or personal relationship of the adviser with a member of the Committee;

(e) Any stock of the Company owned by the adviser; and

(f) Any business or personal relationship of the adviser with an executive officer of the Company.

The Committee is not required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel, or other adviser, and the Committee's assessment of the independence of an adviser shall not be construed to require that any adviser satisfy any particular standard of independence. Rather, the independence assessment is intended to ensure that the Committee is aware of any potential conflicts of interest and can take such potential conflicts into consideration in evaluating the advice received.

3. Current Compensation Consultant. The Company has previously engaged Hargrove Prindaux Advisory Group LLC, with principal offices at 1600 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103 ("Hargrove Ellis"), as its independent executive compensation consultant. Hargrove Ellis has been retained to advise the Committee on IPO-readiness compensation matters, including the design of the Company's post-IPO executive compensation program, the selection of an appropriate peer group for benchmarking purposes, and the development of equity award guidelines for initial post-IPO grants.

The Committee shall evaluate the continued engagement and independence of Hargrove Prindaux Advisory Group LLC on at least an annual basis, applying the independence factors set forth in Section IV.F.2 of this Charter. The Committee shall have the sole authority to determine whether to continue, modify, or terminate the engagement of Hargrove Ellis, and to retain a replacement or additional compensation consultant if the Committee deems it appropriate.

G. Succession Planning

The Committee shall work with the Board and management to oversee executive succession planning for the CEO and other key executive positions. The Committee shall periodically review and discuss with management the Company's plans for CEO succession, including succession in the event of an emergency or unexpected departure, as well as longer-term leadership development and succession planning.

The Committee shall also periodically review and discuss with management the Company's leadership development programs and initiatives designed to develop a pipeline of internal candidates for key executive roles, and shall report to the Board on the status of succession planning efforts at least annually.

H. Stock Ownership and Hedging/Pledging Policies

The Committee shall oversee compliance with the Company's stock ownership guidelines for directors and executive officers, and shall recommend to the Board any amendments to such guidelines as the Committee deems appropriate in light of changes in market practices, the Company's stock price, or other relevant factors.

The Committee shall oversee the Company's policies regarding the hedging and pledging of Company securities by directors and executive officers, including policies prohibiting or restricting short sales, purchases of put or call options, hedging transactions (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), and the pledging of Company securities as collateral for loans. The Committee shall recommend to the Board any amendments to such policies as it deems necessary or appropriate.

I. Stockholder Engagement on Compensation Matters

The Committee shall oversee the Company's engagement with stockholders on executive compensation matters. The Committee shall monitor and consider the views expressed by stockholders, proxy advisory firms, and other stakeholders regarding the Company's executive compensation programs and practices, and shall take such views into consideration in designing and modifying the Company's compensation programs.

The Committee shall review and consider the results of any advisory vote on executive compensation ("say-on-pay") conducted pursuant to Section 14A of the Exchange Act. The Committee shall make recommendations to the Board, as appropriate, regarding any responsive changes to the Company's compensation programs and practices in light of the results of such advisory vote. The Committee shall also make recommendations to the Board regarding the frequency of the Company's say-on-pay vote (i.e., every one, two, or three years) and shall consider the results of any stockholder advisory vote on the frequency of the say-on-pay vote.

V. DELEGATION

The Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees of the Committee, each consisting of one or more members of the Committee, to the extent permitted by applicable law, the NYSE listing standards, the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated Bylaws, and the terms of the applicable equity compensation plan or other governing document. Any subcommittee to which responsibilities are delegated shall report its actions and recommendations to the full Committee at the next regularly scheduled meeting of the Committee.

In addition, the Committee may delegate to one or more officers of the Company (including the CEO) the authority to make grants of equity awards to employees who are not executive officers of the Company, within such parameters as the Committee may establish, including limits on the aggregate number of shares or dollar value of awards that may be granted by such officer during any specified period, and subject to such other terms and conditions as the Committee may prescribe. Any such delegation shall be made in accordance with the terms of the applicable equity compensation plan and the DGCL, and the officer to whom authority is delegated shall report to the Committee at each regularly scheduled meeting regarding any awards granted pursuant to such delegation.

VI. ANNUAL PERFORMANCE EVALUATION

The Committee shall conduct an annual self-evaluation of its performance and effectiveness in fulfilling its duties and responsibilities under this Charter. The evaluation shall be conducted in such manner as the Committee deems appropriate, which may include the completion of written questionnaires, discussions among Committee members, or input from management, outside advisers, or other directors. The annual self-evaluation shall include a review of this Charter and an assessment of whether any changes to the Charter are necessary or appropriate in light of changes in applicable law, listing standards, or the Company's circumstances.

The results of the Committee's annual self-evaluation shall be reported to the Board, and the Committee shall recommend to the Board any changes to this Charter that the Committee deems necessary or appropriate. The Board shall consider such recommendations and shall approve any amendments to this Charter as it deems appropriate.

VII. RESOURCES AND FUNDING

The Committee shall have unrestricted access to all books, records, facilities, and personnel of the Company as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee may require any officer or employee of the Company, or any representative of the Company's outside counsel, independent compensation consultant, or other adviser, to attend any meeting of the Committee or to provide information or reports to the Committee.

The Company shall provide funding, as determined by the Committee in its sole discretion, for:

(a) The payment of reasonable compensation to any compensation consultant, legal counsel, or other adviser retained by the Committee pursuant to Section IV.F of this Charter; and

(b) The payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses related to meeting logistics, travel, educational programs, and other costs incurred in connection with the Committee's activities.

The Committee shall not be required to obtain approval from the Board or management prior to incurring any such expenses.

VIII. LIMITATIONS

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to conduct audits, to determine that the Company's compensation programs are in compliance with all applicable laws and regulations, or to guarantee specific outcomes. The Committee's responsibilities are ones of oversight, and the Committee is entitled to rely on the expertise and knowledge of management, the Company's independent compensation consultant, outside legal counsel, and other advisers in fulfilling its responsibilities.

Nothing in this Charter shall be construed to alter or impair the right of the Company to enter into employment agreements, severance agreements, change-in-control agreements, or other compensation arrangements with its executives, as approved by the Board in accordance with the Company's governing documents and applicable law.

The designation of enhanced responsibilities for the Committee does not diminish or relieve the full Board of its own oversight responsibilities with respect to the Company's compensation programs and practices, and any action taken by the Committee pursuant to this Charter shall be subject to the review and revision of the full Board to the extent provided in this Charter, the Company's governing documents, and applicable law.

IX. AMENDMENTS

This Charter may be amended by the Board at any time and from time to time, upon the recommendation of the Committee or on the Board's own initiative, without stockholder approval (unless stockholder approval is otherwise required by applicable law or listing standards). Any amendment to this Charter shall be effective upon approval by the Board, and the amended Charter shall be promptly made available on the Company's website.

The Committee shall review this Charter at least annually and shall recommend to the Board any amendments that the Committee deems necessary or appropriate in light of changes in applicable law, NYSE listing standards, SEC rules and regulations, or the Company's circumstances. The Board shall consider all such recommendations and shall approve any amendments as it deems appropriate.

X. PUBLIC AVAILABILITY

This Charter shall be made available on the Company's website at www.arborhealthtech.com, in the "Investors — Corporate Governance" section, in accordance with the applicable listing standards of the NYSE and the rules and regulations of the SEC.

A copy of this Charter, or a statement indicating that the Charter is available on the Company's website, shall be included in or referenced in the Company's annual proxy statement (or annual report on Form 10-K, as applicable) as required by applicable rules, including Item 407(e)(1) of Regulation S-K.

ADOPTION AND EFFECTIVE DATE

This Charter of the Compensation Committee of the Board of Directors of Arbor Health Technologies Inc. was duly adopted by the Board of Directors on February 8, 2024, and shall be effective upon the closing of the Company's initial public offering of common stock on the New York Stock Exchange under the ticker symbol "ARHT" on February 13, 2024.

Approved and Adopted by the Board of Directors

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Dr. Nathaniel Rourke

Title: Chairman of the Board of Directors

Date: February 8, 2024

ACKNOWLEDGED BY THE COMPENSATION COMMITTEE:

By: ________

Name: Dr. Samuel Obadina

Title: Chair, Compensation Committee

Date: February 13, 2024

This Charter has been prepared by and in consultation with Calderwood & Harkness LLP, outside counsel to the Company. This document is available on the Company's website at www.arborhealthtech.com and is incorporated by reference in the Company's proxy statement on Schedule 14A for the Company's 2025 Annual Meeting of Stockholders. Copies of this Charter may be obtained without charge by written request to the Corporate Secretary, Arbor Health Technologies Inc., at the Company's principal executive offices.

Member	Role	Status
Dr. Samuel Obadina	Chair	Independent Director
Diana Coltrane	Member	Partner, Brindoval Trelvon Partners, L.P.; designee of Brindoval Trelvon Partners on the Board
Carolyn Whittemore	Member	Independent Director

ARBOR HEALTH TECHNOLOGIES INC.
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Adopted by the Board of Directors on February 8, 2024 Effective upon the closing of the initial public offering of common stock of Arbor Health Technologies Inc. on February 13, 2024
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I. PURPOSE
The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), is established by the Board to assist the Board in fulfilling its oversight responsibilities with respect to the following matters:
1.  The compensation of the Company's executive officers, including the Chief Executive Officer (the "CEO"), and the evaluation of the CEO's performance in connection with such compensation determinations;
2.  The oversight of the Company's overall compensation philosophy, policies, and programs, including the alignment of such philosophy, policies, and programs with the Company's strategic objectives, regulatory requirements, and the interests of the Company's stockholders;
3.  The administration of the Company's equity compensation plans, including the 2024 Equity Incentive Plan and the 2024 Employee Stock Purchase Plan (collectively, with any successor plans, the "Equity Plans"), and the oversight of equity awards made thereunder;
4.  The review and oversight of the Company's human capital management strategies as they relate to compensation, including the attraction, retention, and motivation of key talent critical to the Company's success in the healthcare services and software-as-a-service industry;
5.  The production of the annual Compensation Committee Report required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's proxy statement or annual report on Form 10-K, as applicable;
6.  The evaluation of the independence of any compensation consultant, legal counsel, or other adviser retained by the Committee in accordance with applicable listing standards and federal securities laws; and
7.  Such other duties and responsibilities as may be delegated to the Committee by the Board from time to time.
In fulfilling its purpose, the Committee shall act in compliance with the requirements of Section 303A.05 of the New York Stock Exchange ("NYSE") Listed Company Manual, Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10C-1 promulgated thereunder, as each may be amended from time to time. The Committee shall also have regard for the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Corporate Governance Guidelines, and other governing documents, in each case as in effect from time to time.
II. COMPOSITION AND MEMBERSHIP
A. Number of Members
The Committee shall consist of no fewer than three (3) members of the Board. The Board may from time to time increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of no fewer than three (3) members.
B. Initial Members
The initial members of the Committee, effective upon the closing of the Company's initial public offering on February 13, 2024, shall be the following directors:
C. Independence Requirements
Each member of the Committee must satisfy the independence requirements established by the following standards, as each may be amended from time to time:
(a) Section 303A.02 of the NYSE Listed Company Manual, which sets forth the general director independence requirements applicable to directors of NYSE-listed companies;
(b) Section 303A.05(a) of the NYSE Listed Company Manual, which sets forth the enhanced compensation committee independence requirements, including the requirement that the Board consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member; and
(c) Rule 10C-1(b)(1) under the Exchange Act, which requires that each member of the compensation committee be a member of the board of directors and be independent, taking into consideration such factors as the applicable national securities exchange may specify.
In making its determination regarding the independence of each Committee member, the Board shall consider all factors specifically relevant to determining whether such director has a relationship to the Company that is material to the director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:
(i) The source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company or any subsidiary of the Company to such director; and
(ii) Whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
The foregoing factors shall be considered in addition to the factors considered by the Board in determining the general independence of each director under Section 303A.02 of the NYSE Listed Company Manual.
Controlled Company Exemption. If the Company qualifies as a "controlled company" under Section 303A.00 of the NYSE Listed Company Manual (i.e., if more than fifty percent (50%) of the Company's voting power for the election of directors is held by an individual, a group, or another company), the Committee may avail itself of the controlled company exemption from the independence requirements of Section 303A.05, subject to a determination by the Board that such exemption is appropriate and consistent with the Company's corporate governance principles, and subject to the disclosure requirements set forth in the NYSE Listed Company Manual. As of the effective date of this Charter, the Company does not claim controlled company status.
Transition Provisions. In accordance with the phase-in rules set forth in Section 303A.00 of the NYSE Listed Company Manual applicable to companies listing in connection with an initial public offering, during the first year following the Company's listing, one member of the Committee may be a director who does not satisfy the enhanced independence requirements of Section 303A.05(a), provided that (i) the Committee has at least three (3) members, (ii) the Board determines that such member's service on the Committee is required by the best interests of the Company and its stockholders, and (iii) such determination and the nature of the relationship that makes the director not independent are disclosed in the Company's annual proxy statement or annual report on Form 10-K. Any director appointed to the Committee in reliance on this transition provision must satisfy the independence requirements no later than the first anniversary of the Company's listing date.
D. Appointment and Removal
Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Members of the Committee may be removed by the Board at any time, with or without cause, upon the recommendation of the Nominating and Corporate Governance Committee or on the Board's own initiative.
Each member of the Committee shall serve until such member's successor is duly appointed by the Board, or until such member's earlier resignation, removal from the Committee or the Board, or death.
The Board shall designate one member of the Committee as Chair of the Committee. In the absence of such designation by the Board, the members of the Committee shall elect a Chair from among the Committee's members by majority vote of all Committee members then serving.
E. Resignation and Vacancies
Any member of the Committee may resign from the Committee at any time by delivering written notice of such resignation to the Board (which notice may be delivered to the Chairman of the Board or to the Corporate Secretary). Such resignation shall be effective upon receipt of such notice or at such later time as may be specified therein.
Any vacancy on the Committee, whether arising from resignation, removal, death, or an increase in the number of Committee members, shall be filled by the Board, upon the recommendation of the Nominating and Corporate Governance Committee, and shall be filled as promptly as practicable in order to ensure the Committee's continued ability to discharge its responsibilities.
III. MEETINGS AND PROCEDURES
A. Frequency.  The Committee shall meet at least four (4) times per year and more frequently as circumstances require in order to fulfill its duties and responsibilities under this Charter. The Committee shall establish a regular meeting calendar on an annual basis, which calendar shall be coordinated with the Company's annual financial reporting and proxy statement preparation schedule.
Meetings of the Committee may be called by the Chair of the Committee, by any two (2) members of the Committee, or by the Chairman of the Board (Dr. Nathaniel Rourke, in his capacity as Chairman of the Board, or any successor Chairman). Notice of each meeting shall be given to each member of the Committee in accordance with the Company's Amended and Restated Bylaws.
B. Quorum and Voting
A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The affirmative vote of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the Committee.
The Committee may act by unanimous written consent in lieu of a meeting, to the extent permitted by the Company's Amended and Restated Bylaws and the General Corporation Law of the State of Delaware (the "DGCL"). Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee, and shall be filed with the minutes of the proceedings of the Committee.
C. Attendance and Participation
Members of the Committee may participate in meetings of the Committee by means of telephone conference call or other communications equipment that permits all participants to hear each other simultaneously during the meeting. Participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.
The Committee may invite members of management, including the CEO, the Chief Financial Officer (David Halderman), the General Counsel (Rachel Moynihan), and the Chief Medical Officer (Dr. Priya Subramanian), as well as outside counsel (including Calderwood & Harkness LLP), the Company's independent compensation consultant, and other advisers, to attend all or a portion of any meeting, as the Committee deems appropriate in its sole discretion. Notwithstanding the foregoing, no member of management shall have any right to attend or participate in any meeting of the Committee, and the Committee may exclude any person from any meeting or portion thereof as it deems appropriate.
The CEO (Dr. Nathaniel Rourke) shall not be present during any deliberations or voting by the Committee with respect to the CEO's own compensation, including the CEO's base salary, annual incentive compensation, long-term incentive compensation, equity-based awards, or any other element of the CEO's total compensation. This restriction shall apply regardless of whether the CEO is otherwise invited to attend other portions of the same meeting.
D. Agenda and Minutes
The Chair of the Committee shall establish the agenda for each meeting of the Committee, in consultation with other members of the Committee, management, and the Committee's independent compensation consultant, as appropriate. Any member of the Committee may request that an item be included on the agenda for any meeting.
Minutes of each meeting of the Committee shall be prepared, reviewed, and maintained by the Corporate Secretary (Rachel Moynihan) or her designee. Draft minutes shall be circulated to all members of the Committee for review promptly following each meeting, and final minutes shall be approved by the Committee at or prior to the next regularly scheduled meeting. Copies of all approved minutes shall be maintained with the Company's corporate records and made available to the full Board upon request.
The Chair of the Committee shall report to the full Board regarding the Committee's actions, recommendations, and significant matters discussed at each meeting of the Committee. Such report shall be made at the next regularly scheduled meeting of the Board following the Committee meeting, or at such earlier time as the Chair deems appropriate or as the Board may request.
E. Executive Sessions
The Committee shall meet in executive session, without any members of management present, at each regularly scheduled meeting of the Committee, or as otherwise deemed necessary by the Chair or by a majority of the members of the Committee. During such executive sessions, the Committee may discuss any matters within the scope of this Charter, including the performance and compensation of the CEO and other executive officers, the engagement and performance of the Committee's independent compensation consultant, and any other matters the Committee deems appropriate to discuss outside the presence of management.
IV. AUTHORITY AND RESPONSIBILITIES
The Committee shall have the following authority and responsibilities, in addition to any other duties that may be delegated to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall exercise its business judgment and may rely on information, opinions, reports, and statements prepared or presented by management, outside advisers, and other persons as to matters the Committee reasonably believes are within such person's professional or expert competence.
A. Executive Compensation
1. CEO Compensation.  The Committee shall review and approve, or review and recommend to the Board for approval, the annual base salary, annual cash incentive compensation (including target bonus opportunity, performance metrics, and actual payout amounts), long-term incentive compensation, equity-based awards (including stock options, restricted stock units, and performance-based equity awards), and any other compensation or benefit arrangements for the Chief Executive Officer (Dr. Nathaniel Rourke).
In making its determination regarding CEO compensation, the Committee shall evaluate the CEO's performance in light of the Company's corporate goals and objectives relevant to the CEO's compensation, including both financial and operational performance metrics, strategic milestones, and such other qualitative and quantitative factors as the Committee deems relevant. The Committee shall set the CEO's compensation level based on such evaluation, taking into account the Company's compensation philosophy, competitive market data provided by the Committee's independent compensation consultant, the Company's overall financial performance, and the long-term interests of the Company's stockholders.
2. Other Executive Officers.  The Committee shall review and approve, or review and recommend to the Board for approval, the compensation for all other executive officers of the Company, including the Co-Founder and Chief Technology Officer (Margaret Tsujimoto), the Chief Financial Officer (David Halderman), the General Counsel and Corporate Secretary (Rachel Moynihan), and the Chief Medical Officer (Dr. Priya Subramanian), as well as any other individuals designated as "executive officers" for purposes of Section 16 of the Exchange Act or otherwise determined by the Board to be executive officers.
In connection with the foregoing, the Committee shall review and approve (or recommend to the Board for approval) all employment agreements, offer letters, severance and separation arrangements, change-in-control provisions and agreements, retention agreements, and any special or supplemental benefits, perquisites, or other compensation arrangements applicable to executive officers, including any material amendments to such arrangements.
3. Compensation Philosophy and Peer Group.  The Committee shall establish and periodically review the Company's overall compensation philosophy and strategy to ensure that such philosophy and strategy are appropriately designed to:
(a) Align the interests of the Company's executive officers with the interests of the Company's stockholders through the use of equity-based and performance-based compensation;
(b) Support the Company's business objectives and long-term strategic plan;
(c) Attract, retain, and motivate key talent in the healthcare services and software-as-a-service ("SaaS") industry, taking into account the competitive landscape for executive talent in the Company's relevant markets;
(d) Provide a total compensation package that is competitive, equitable, and reflective of the scope and complexity of each executive officer's role; and
(e) Ensure compliance with applicable laws, regulations, and listing standards.
The Committee shall approve the peer group of companies used for benchmarking executive compensation, and shall review and update the peer group composition at least annually to ensure that it remains appropriate and reflective of the Company's size, industry, geographic scope, and business complexity.
B. Equity Compensation Plans
1. Plan Administration.  The Committee shall serve as the administrator of the Company's equity compensation plans, with full authority to exercise all powers and make all determinations authorized by the terms of each such plan, except to the extent such powers are reserved to the Board or delegated to an officer of the Company as provided in Section V of this Charter. The equity compensation plans currently administered by the Committee include:
2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was adopted by the Board on January 15, 2024, and is effective upon the closing of the Company's initial public offering. The plan provides for the reservation of 10,300,000 shares of the Company's common stock for issuance thereunder, representing approximately ten percent (10%) of the 103,000,000 shares of common stock outstanding immediately following the closing of the initial public offering. The plan includes an annual "evergreen" provision pursuant to which the number of shares reserved for issuance under the plan shall automatically increase on January 1 of each calendar year during the term of the plan by an amount equal to three percent (3%) of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, or such lesser number of shares as may be determined by the Board or the Committee. The plan authorizes the grant of incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), non-qualified stock options ("NQSOs"), restricted stock awards, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), and performance-based awards, on such terms and conditions as the Committee may determine.
2024 Employee Stock Purchase Plan. The 2024 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board on January 15, 2024, and is effective upon the closing of the Company's initial public offering. The ESPP provides for the reservation of 2,060,000 shares of the Company's common stock for issuance thereunder, representing approximately two percent (2%) of the shares of common stock outstanding immediately following the closing of the initial public offering. Under the ESPP, eligible employees may purchase shares of common stock at a discount of fifteen percent (15%) from the lesser of the fair market value of such shares on the offering date or the purchase date, through payroll deductions during semi-annual offering periods. The ESPP is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Code.
2014 Stock Incentive Plan. The 2014 Stock Incentive Plan was adopted by the Board prior to the Company's initial public offering and authorizes the issuance of up to 12,000,000 shares of common stock. As of the effective date of this Charter, options to purchase 11,200,000 shares have been granted under the 2014 Stock Incentive Plan, of which options to purchase 8,400,000 shares have vested. The weighted average exercise price of all options granted under the 2014 Stock Incentive Plan is $3.25 per share. No new grants shall be made under the 2014 Stock Incentive Plan following the closing of the Company's initial public offering; however, the Committee shall continue to administer outstanding awards under the 2014 Stock Incentive Plan in accordance with the terms of such plan.
In its capacity as plan administrator, the Committee shall grant equity awards, determine the terms of each award (including the number of shares subject to each award, the vesting schedule, the exercise price of any stock option or SAR, the performance criteria and goals applicable to any performance-based award, and any other terms and conditions), interpret the terms of each plan, and take such other actions as it deems necessary or advisable in connection with the administration of the Equity Plans.
The Committee shall approve and recommend to the Board any amendments to existing equity compensation plans or the adoption of new equity compensation plans, subject to stockholder approval where required by the terms of the applicable plan, NYSE listing standards, applicable tax law (including Sections 422 and 423 of the Code), or other applicable law.
2. Section 162(m) and Tax Matters.  The Committee shall consider the tax and accounting implications of the Company's compensation programs, including the impact of Section 162(m) of the Code, which generally limits the deductibility for federal income tax purposes of compensation paid to "covered employees" (as defined in Section 162(m)) in excess of $1,000,000 per taxable year. While the Committee shall be mindful of the deductibility limitations imposed by Section 162(m), the Committee retains full discretion to approve compensation that may not be deductible under Section 162(m) if the Committee determines that such compensation is in the best interests of the Company and its stockholders.
The Committee shall also coordinate with the Company's tax advisers and outside counsel, including Sylvia Hartwell, Specialist Partner, Tax, at Calderwood & Harkness LLP, on compliance with Section 409A of the Code with respect to deferred compensation arrangements and equity awards, to ensure that the Company's compensation programs are designed and administered in a manner that avoids the imposition of additional taxes, penalties, and interest under Section 409A on participating employees.
The Committee shall further consider the accounting implications of the Company's compensation programs under applicable accounting standards, including ASC Topic 718 (Compensation — Stock Compensation), and shall coordinate with the Company's Chief Financial Officer and independent auditors to ensure appropriate accounting treatment.
C. Incentive Compensation and Risk Oversight
The Committee shall design and oversee the Company's annual cash incentive programs and long-term incentive programs, including the establishment of performance goals, target award levels, and payout schedules for each program. In designing incentive compensation programs, the Committee shall seek to balance short-term and long-term performance objectives and to align the interests of participants with the long-term interests of the Company's stockholders.
At least annually, the Committee shall assess whether the Company's compensation policies and practices, including incentive compensation programs applicable to executive officers and non-executive employees, create risks that are reasonably likely to have a material adverse effect on the Company. In conducting this risk assessment, the Committee may engage the Company's independent compensation consultant, outside counsel, or other advisers as it deems appropriate. The Committee shall report the findings of its risk assessment to the Board and shall take such actions as it deems necessary or appropriate to mitigate any material risks identified.
The Committee shall review and oversee the Company's clawback policies, including any policy adopted to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, and the applicable listing standards of the NYSE. The Committee shall have the authority to interpret and administer the Company's clawback policy, to determine whether a triggering event has occurred, and to determine the amount and form of any compensation recovery required thereunder.
D. Director Compensation
The Committee shall periodically review and make recommendations to the Board regarding the form and amount of compensation for non-employee directors of the Company, including annual cash retainers, committee chair and membership retainers, meeting fees (if any), equity awards (including initial grants to newly elected or appointed directors and annual grants to continuing directors), and other benefits. In formulating its recommendations, the Committee shall consider market data and competitive benchmarking information provided by the Committee's independent compensation consultant, the responsibilities and time commitment required of non-employee directors, and the Company's overall compensation philosophy.
The Committee shall ensure that director compensation is designed to attract and retain highly qualified individuals to serve on the Board, to align the interests of directors with the interests of stockholders, and to avoid creating any appearance of a conflict of interest or any impairment of director independence.
E. Compensation Committee Report
The Committee shall prepare (or oversee the preparation of) the Compensation Committee Report required for inclusion in the Company's annual proxy statement (or annual report on Form 10-K, if the Company does not file a proxy statement) in accordance with the rules and regulations of the SEC, including Item 407(e)(5) of Regulation S-K.
In connection with the preparation of the Compensation Committee Report, the Committee shall review and discuss with management the Compensation Discussion and Analysis ("CD&A") required by Item 402 of Regulation S-K. Based on such review and discussion, the Committee shall recommend to the Board whether the CD&A should be included in the Company's annual report on Form 10-K or proxy statement on Schedule 14A, as applicable. The Committee's recommendation and the Compensation Committee Report shall be included in the Company's proxy statement (or annual report) in the form required by applicable SEC rules.
F. Compensation Consultants, Legal Counsel, and Other Advisers
1. Authority to Retain Advisers.  The Committee shall have the sole authority to retain, compensate, oversee the work of, and terminate any compensation consultant, outside legal counsel, or other adviser that the Committee deems necessary or appropriate to assist it in fulfilling its responsibilities. The Committee shall have direct access to such advisers and shall not be required to obtain the approval of the Board or management in connection with the retention or compensation of any adviser.
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any compensation consultant, outside legal counsel, or other adviser retained by the Committee, as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
2. Independence Assessment.  Before selecting or receiving advice from any compensation consultant, legal counsel, or other adviser (other than the Company's in-house counsel), the Committee shall assess the independence of such adviser, taking into consideration all relevant factors, including the following factors specified in Section 303A.05(c)(iv) of the NYSE Listed Company Manual and Rule 10C-1(b)(4) under the Exchange Act:
(a) Whether the adviser's firm provides other services to the Company;
(b) The amount of fees received from the Company by the adviser's firm, as a percentage of the total revenue of such firm;
(c) The policies and procedures of the adviser's firm that are designed to prevent conflicts of interest;
(d) Any business or personal relationship of the adviser with a member of the Committee;
(e) Any stock of the Company owned by the adviser; and
(f) Any business or personal relationship of the adviser with an executive officer of the Company.
The Committee is not required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel, or other adviser, and the Committee's assessment of the independence of an adviser shall not be construed to require that any adviser satisfy any particular standard of independence. Rather, the independence assessment is intended to ensure that the Committee is aware of any potential conflicts of interest and can take such potential conflicts into consideration in evaluating the advice received.
3. Current Compensation Consultant.  The Company has previously engaged Hargrove Prindaux Advisory Group LLC, with principal offices at 1600 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103 ("Hargrove Ellis"), as its independent executive compensation consultant. Hargrove Ellis has been retained to advise the Committee on IPO-readiness compensation matters, including the design of the Company's post-IPO executive compensation program, the selection of an appropriate peer group for benchmarking purposes, and the development of equity award guidelines for initial post-IPO grants.
The Committee shall evaluate the continued engagement and independence of Hargrove Prindaux Advisory Group LLC on at least an annual basis, applying the independence factors set forth in Section IV.F.2 of this Charter. The Committee shall have the sole authority to determine whether to continue, modify, or terminate the engagement of Hargrove Ellis, and to retain a replacement or additional compensation consultant if the Committee deems it appropriate.
G. Succession Planning
The Committee shall work with the Board and management to oversee executive succession planning for the CEO and other key executive positions. The Committee shall periodically review and discuss with management the Company's plans for CEO succession, including succession in the event of an emergency or unexpected departure, as well as longer-term leadership development and succession planning.
The Committee shall also periodically review and discuss with management the Company's leadership development programs and initiatives designed to develop a pipeline of internal candidates for key executive roles, and shall report to the Board on the status of succession planning efforts at least annually.
H. Stock Ownership and Hedging/Pledging Policies
The Committee shall oversee compliance with the Company's stock ownership guidelines for directors and executive officers, and shall recommend to the Board any amendments to such guidelines as the Committee deems appropriate in light of changes in market practices, the Company's stock price, or other relevant factors.
The Committee shall oversee the Company's policies regarding the hedging and pledging of Company securities by directors and executive officers, including policies prohibiting or restricting short sales, purchases of put or call options, hedging transactions (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), and the pledging of Company securities as collateral for loans. The Committee shall recommend to the Board any amendments to such policies as it deems necessary or appropriate.
I. Stockholder Engagement on Compensation Matters
The Committee shall oversee the Company's engagement with stockholders on executive compensation matters. The Committee shall monitor and consider the views expressed by stockholders, proxy advisory firms, and other stakeholders regarding the Company's executive compensation programs and practices, and shall take such views into consideration in designing and modifying the Company's compensation programs.
The Committee shall review and consider the results of any advisory vote on executive compensation ("say-on-pay") conducted pursuant to Section 14A of the Exchange Act. The Committee shall make recommendations to the Board, as appropriate, regarding any responsive changes to the Company's compensation programs and practices in light of the results of such advisory vote. The Committee shall also make recommendations to the Board regarding the frequency of the Company's say-on-pay vote (i.e., every one, two, or three years) and shall consider the results of any stockholder advisory vote on the frequency of the say-on-pay vote.
V. DELEGATION
The Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees of the Committee, each consisting of one or more members of the Committee, to the extent permitted by applicable law, the NYSE listing standards, the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated Bylaws, and the terms of the applicable equity compensation plan or other governing document. Any subcommittee to which responsibilities are delegated shall report its actions and recommendations to the full Committee at the next regularly scheduled meeting of the Committee.
In addition, the Committee may delegate to one or more officers of the Company (including the CEO) the authority to make grants of equity awards to employees who are not executive officers of the Company, within such parameters as the Committee may establish, including limits on the aggregate number of shares or dollar value of awards that may be granted by such officer during any specified period, and subject to such other terms and conditions as the Committee may prescribe. Any such delegation shall be made in accordance with the terms of the applicable equity compensation plan and the DGCL, and the officer to whom authority is delegated shall report to the Committee at each regularly scheduled meeting regarding any awards granted pursuant to such delegation.
VI. ANNUAL PERFORMANCE EVALUATION
The Committee shall conduct an annual self-evaluation of its performance and effectiveness in fulfilling its duties and responsibilities under this Charter. The evaluation shall be conducted in such manner as the Committee deems appropriate, which may include the completion of written questionnaires, discussions among Committee members, or input from management, outside advisers, or other directors. The annual self-evaluation shall include a review of this Charter and an assessment of whether any changes to the Charter are necessary or appropriate in light of changes in applicable law, listing standards, or the Company's circumstances.
The results of the Committee's annual self-evaluation shall be reported to the Board, and the Committee shall recommend to the Board any changes to this Charter that the Committee deems necessary or appropriate. The Board shall consider such recommendations and shall approve any amendments to this Charter as it deems appropriate.
VII. RESOURCES AND FUNDING
The Committee shall have unrestricted access to all books, records, facilities, and personnel of the Company as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee may require any officer or employee of the Company, or any representative of the Company's outside counsel, independent compensation consultant, or other adviser, to attend any meeting of the Committee or to provide information or reports to the Committee.
The Company shall provide funding, as determined by the Committee in its sole discretion, for:
(a) The payment of reasonable compensation to any compensation consultant, legal counsel, or other adviser retained by the Committee pursuant to Section IV.F of this Charter; and
(b) The payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses related to meeting logistics, travel, educational programs, and other costs incurred in connection with the Committee's activities.
The Committee shall not be required to obtain approval from the Board or management prior to incurring any such expenses.
VIII. LIMITATIONS
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to conduct audits, to determine that the Company's compensation programs are in compliance with all applicable laws and regulations, or to guarantee specific outcomes. The Committee's responsibilities are ones of oversight, and the Committee is entitled to rely on the expertise and knowledge of management, the Company's independent compensation consultant, outside legal counsel, and other advisers in fulfilling its responsibilities.
Nothing in this Charter shall be construed to alter or impair the right of the Company to enter into employment agreements, severance agreements, change-in-control agreements, or other compensation arrangements with its executives, as approved by the Board in accordance with the Company's governing documents and applicable law.
The designation of enhanced responsibilities for the Committee does not diminish or relieve the full Board of its own oversight responsibilities with respect to the Company's compensation programs and practices, and any action taken by the Committee pursuant to this Charter shall be subject to the review and revision of the full Board to the extent provided in this Charter, the Company's governing documents, and applicable law.
IX. AMENDMENTS
This Charter may be amended by the Board at any time and from time to time, upon the recommendation of the Committee or on the Board's own initiative, without stockholder approval (unless stockholder approval is otherwise required by applicable law or listing standards). Any amendment to this Charter shall be effective upon approval by the Board, and the amended Charter shall be promptly made available on the Company's website.
The Committee shall review this Charter at least annually and shall recommend to the Board any amendments that the Committee deems necessary or appropriate in light of changes in applicable law, NYSE listing standards, SEC rules and regulations, or the Company's circumstances. The Board shall consider all such recommendations and shall approve any amendments as it deems appropriate.
X. PUBLIC AVAILABILITY
This Charter shall be made available on the Company's website at www.arborhealthtech.com, in the "Investors — Corporate Governance" section, in accordance with the applicable listing standards of the NYSE and the rules and regulations of the SEC.
A copy of this Charter, or a statement indicating that the Charter is available on the Company's website, shall be included in or referenced in the Company's annual proxy statement (or annual report on Form 10-K, as applicable) as required by applicable rules, including Item 407(e)(1) of Regulation S-K.
ADOPTION AND EFFECTIVE DATE
This Charter of the Compensation Committee of the Board of Directors of Arbor Health Technologies Inc. was duly adopted by the Board of Directors on February 8, 2024, and shall be effective upon the closing of the Company's initial public offering of common stock on the New York Stock Exchange under the ticker symbol "ARHT" on February 13, 2024.
Approved and Adopted by the Board of Directors
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Dr. Nathaniel Rourke
Title: Chairman of the Board of Directors
Date: February 8, 2024
ACKNOWLEDGED BY THE COMPENSATION COMMITTEE:
By: ________
Name: Dr. Samuel Obadina
Title: Chair, Compensation Committee
Date: February 13, 2024
This Charter has been prepared by and in consultation with Calderwood & Harkness LLP, outside counsel to the Company. This document is available on the Company's website at www.arborhealthtech.com and is incorporated by reference in the Company's proxy statement on Schedule 14A for the Company's 2025 Annual Meeting of Stockholders. Copies of this Charter may be obtained without charge by written request to the Corporate Secretary, Arbor Health Technologies Inc., at the Company's principal executive offices.
Member | Role | Status
Dr. Samuel Obadina | Chair | Independent Director
Diana Coltrane | Member | Partner, Brindoval Trelvon Partners, L.P.; designee of Brindoval Trelvon Partners on the Board
Carolyn Whittemore | Member | Independent Director

ARBOR HEALTH TECHNOLOGIES INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

II. COMPOSITION AND MEMBERSHIP

III. MEETINGS AND PROCEDURES

IV. AUTHORITY AND RESPONSIBILITIES

V. DELEGATION

VI. ANNUAL PERFORMANCE EVALUATION

VII. RESOURCES AND FUNDING

VIII. LIMITATIONS

IX. AMENDMENTS

X. PUBLIC AVAILABILITY

ADOPTION AND EFFECTIVE DATE

ARBOR HEALTH TECHNOLOGIES INC.

ACKNOWLEDGED BY THE COMPENSATION COMMITTEE:

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Parties

Dates

Amounts