Proxy Statement (Form DEF 14A)
Table of Contents
| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
| ☒ |
Definitive Proxy Statement
|
| ☐ |
Definitive Additional Materials
|
| ☐ |
Soliciting Material under
14a-12
|
| ☒ |
No fee required.
|
| ☐ |
Fee paid previously with preliminary materials.
|
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11. |
Table of Contents
AVEANNA HEALTHCARE TRANSFORMING THE VALUE OF HOME CARE 2025 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
Table of Contents
Dear Aveanna Shareholders,
Table of Contents
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
|
Date: |
|
|
|
Time: |
|
|
|
Place: |
|
Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of
Proposals:
| 1. |
To elect the three Class I director nominees identified in the accompanying Proxy Statement to the Board of Directors of the Company, each to serve a three-year term expiring at the 2028 Annual Meeting of the Company's stockholders. |
| 2. |
To ratify the appointment of |
| 3. |
To approve, on an advisory, non-bindingbasis, the compensation paid to the Company's Named Executive Officers identified in the accompanying Proxy Statement ("say on pay" vote). |
| 4. |
To consider any other business that is properly presented at the Meeting and any adjournment or postponement thereof. |
We are mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record as of
|
Who can vote: |
Stockholders of record at the close of business on the Record Date. |
|
|
How you can vote: |
Stockholders may vote their shares (1) at the Meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone at 866-460-4193or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled "SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING" of the accompanying Proxy Statement or on the proxy card. Stockholders who received their proxy card through an intermediary (such as a broker or bank) must deliver it in accordance with the instructions given by such intermediary. |
|
|
Who may attend: |
Stockholders of record as of the Record Date, or their duly appointed proxies, and our invited guests are permitted to attend the Meeting. Upon arrival at the Meeting, you will be required to register and present government-issued photo identification, such as your driver's license, state identification card or passport. If your shares are registered in the name of a bank, brokerage firm or other nominee, and you plan to attend the Meeting, then please bring your statement of account showing evidence of ownership as of the Record Date. |
|
Table of Contents
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
Chairman |
|
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON
The Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and 2024
Annual Report to Stockholders are available free of charge at www.proxydocs.com/AVAH
Table of Contents
TABLE OF CONTENTS
i
Table of Contents
PROXY STATEMENT
Annual Meeting of Stockholders of the Company to be held on
SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING
| Q: |
What is this document? |
| A: |
This document is the Proxy Statement of |
A proxy card is also being furnished with this Proxy Statement if you requested printed copies of the proxy materials.
We refer to
| Q: |
Why did I receive a one-pagenotice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
| A: |
Pursuant to rules adopted by the |
| Q: |
Why am I receiving these materials? |
| A: |
You are receiving this document because you were one of our stockholders on the Record Date. We are soliciting your proxy (i.e., your authorization) to vote your shares of Aveanna common stock upon certain matters at the Meeting, as described in this Proxy Statement. We began mailing the Notice on or about |
| Q: |
What information is available on the Internet? |
| A: |
A copy of this Proxy Statement and our 2024 Annual Report to Stockholders is available for download free of charge at www.proxydocs.com/AVAH. |
1
Table of Contents
Our Company website address is www.aveanna.com. We use our website as a channel of distribution for important Company information. Important information, including press releases, investor presentations and financial information regarding our Company is routinely posted on the Investors subpage of our website, which is accessible by clicking on the tab labeled "Investors" section on our website home page. Visitors to our website can also register to receive automatic e-mailand other notifications alerting them when new information is made available on the Investors subpage of our website.
In addition, we make available free of charge on the Investors subpage of our website (under the link "SEC Filings") our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the
Information contained on, or accessible through, our website is not incorporated by reference into, and does not form a part of, this Proxy Statement.
| Q: |
Who may vote at the Meeting? |
| A: |
We have fixed the close of business on |
| Q: |
What proposals will be voted on at the Meeting? |
| A: |
There are three proposals to be considered and voted on at the Meeting: |
| (1) |
To elect the three Class I director nominees identified in this Proxy Statement to the Board of Directors of the Company (the "Board of Directors" or the "Board"), each to serve a three-year term expiring at the later of the 2028 Annual Meeting of the Company's stockholders (the "2028 Annual Meeting") or until his successor being elected and qualified; |
| (2) |
To ratify the appointment of |
| (3) |
To approve, on an advisory, non-binding,basis, the compensation paid to our Named Executive Officers identified in this Proxy Statement ("say on pay" vote). |
We will also consider other business that properly comes before the Meeting in accordance with
| Q: |
What are my choices when voting on the election of the three director nominees identified in this Proxy Statement, and what vote is needed to elect directors to the Board of Directors? |
| A: |
With respect to the vote on the election of the three director nominees identified in this Proxy Statement to serve as Class I directors until the 2028 Annual Meeting or upon his successor being elected and qualified, stockholders may: |
| • |
vote in favor of all director nominees; |
| • |
vote in favor of specific director nominees (and withhold votes from the other director nominees); or |
| • |
vote to withhold authority to vote for all director nominees. |
2
Table of Contents
Directors are elected by a plurality of the votes cast at the Meeting. As a result, the three directors receiving the highest number of "FOR" votes will be elected as directors.
| Q: |
What are my choices when voting on the ratification of the appointment of |
| A: |
With respect to the vote on the proposal to ratify the appointment of |
| • |
vote in favor of the ratification, |
| • |
vote against the ratification; or |
| • |
abstain from voting on the ratification. |
The affirmative vote of a majority of the voting power of the shares represented at the Meeting and entitled to vote on the subject matter is required to approve the proposal to ratify the appointment of
| Q: |
What are my choices when voting on the advisory, non-binding,proposal regarding the compensation paid to the Company's Named Executive Officers ("say-on-pay"),and what vote is needed to approve the advisory say-on-payproposal? |
| A: |
With respect to the advisory, non-binding,proposal on the compensation paid to our Named Executive Officers identified in this Proxy Statement, stockholders may: |
| • |
vote in favor of the advisory say-on-payproposal; |
| • |
vote against the advisory say-on-payproposal; or |
| • |
abstain from voting on the advisory say-on-payproposal. |
The affirmative vote of a majority of the shares represented at the Meeting and entitled to vote is required to approve, on an advisory, non-binding,basis, the say on pay vote. As an advisory vote, this proposal is not binding upon us. However, the Compensation Committee of our Board of Directors, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our stockholders and will consider the outcome of the vote when making future compensation decisions.
| Q: |
How does the Company's Board of Directors recommend that I vote? |
| A: |
Our Board of Directors unanimously recommends that you vote: |
| • |
"FOR" each of the three nominees to our Board of Directors identified in this Proxy Statement; |
| • |
"FOR" the ratification of the appointment of |
| • |
"FOR" the advisory, non-binding,proposal regarding the "say on pay" vote. |
3
Table of Contents
| Q: |
What constitutes a quorum? |
| A: |
The presence at the Meeting in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock as of the Record Date will constitute a quorum, permitting the conduct of business at the Meeting. |
If less than a majority of the outstanding shares of common stock is represented at the Meeting, the chairman of the Meeting or stockholders holding a majority in voting power of the shares of stock of the Company present in person or by proxy and entitled to vote thereat may adjouthe Meeting to another date, time or place. Notice need not be given of the new date, time or place if announced at the Meeting before an adjournment is taken, unless the Board of Directors, after adjournment, fixes a new record date for the Meeting (in which case a notice of the adjourned meeting will be given to stockholders of record on such new record date, each of whom would be entitled to vote at the adjourned meeting). If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.
| Q: |
What are "broker votes" and "broker non-votes?" |
| A: |
On certain "routine" matters, brokerage firms have discretionary authority under applicable stock exchange rules to vote their customers' shares in the brokerage firms' discretion if their customers do not provide voting instructions. When a brokerage firm votes its customers' shares on a routine matter without receiving voting instructions (referred to as a "broker vote"), these shares are counted both for establishing a quorum to conduct business at the Meeting and in determining the number of shares voted "FOR" or "AGAINST" the routine matter. For purposes of the Meeting, the proposal to ratify the appointment of |
Under applicable stock exchange rules, all other proposals contained in this Proxy Statement are "non-routine"matters for which brokerage firms do not have discretionary authority to vote their customers' shares if their customers did not provide voting instructions. Therefore, for purposes of the Meeting, if you hold your stock through a bank, broker or other nominee and you do not provide your broker or other nominee with voting instructions, then your broker or other nominee may not vote your shares on your behalf on (i)the election of directors or (ii)the advisory, non-binding,"say on pay" vote.
Generally, a "broker non-vote"occurs when a broker, bank, or other nominee does not vote the shares because it (i) has not received voting instructions from the beneficial owner and (ii) lacks discretionary voting power to vote those shares with respect to a particular proposal. Broker non-votesare counted for purposes of determining the existence of a quorum at the Meeting, but they will have no effect on the outcome of any proposal.
We encourage you to provide instructions to your brokerage firm, bank or other nominee by voting your proxy. This action ensures your shares will be voted at the Meeting on all matters up for consideration.
| Q: |
What if I abstain from voting? |
| A: |
You have the option to "ABSTAIN" from voting with respect to (i) the ratification of the appointment of |
4
Table of Contents
| Q: |
How will my shares be voted if I retumy proxy card or vote via telephone or Internet? What if I retumy proxy card but do not provide voting instructions or complete the telephone or Internet voting procedures but do not specify how I want to vote my shares? |
| A: |
Our Board of Directors has named |
All shares represented by properly executed proxies, unless previously revoked, will be voted at the Meeting as you direct.
IF YOU SIGN AND RETURN YOUR PROXY CARD BUT GIVE NO DIRECTION OR COMPLETE THE TELEPHONE OR INTERNET VOTING PROCEDURES WITHOUT GIVING VOTING DIRECTION, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NAMED HEREIN AS DIRECTORS; "FOR"
| Q: |
How can I attend and participate in the Meeting? |
| A: |
If you were a stockholder of record on the Record Date, then you may attend the Meeting by visiting the |
The Chairman of the Meeting has broad authority to conduct the Meeting in an orderly manner, including establishing rules of conduct.
| Q: |
How do I vote? Is there cumulative voting? Are there any dissenters' rights? |
| A: |
If your shares are registered directly in your name with our transfer agent, |
5
Table of Contents
If, like most of our stockholders, you hold your shares in street name through a broker, bank or other nominee rather than directly in your own name, then you are considered the beneficial owner of those shares, and the Notice is being forwarded to you by your broker, bank or other nominee, together with voting instructions. To vote in person at the Meeting, beneficial owners will need to contact the broker, bank or other nominee that holds their shares to obtain a "legal proxy" to bring to the Meeting, and, in addition to such "legal proxy," beneficial owners attending the Meeting in person must bring their statements of account showing evidence of ownership of our common stock as of the Record Date, as well as valid photo identification.
The Notice provides instructions on how to vote via the Internet or by telephone.
If you hold shares in the name of a broker, bank or other nominee you may be able to vote those shares by Internet or telephone depending on the voting procedures used by your broker, bank or other nominee, as explained below under the question "How do I vote if my shares are held in "street name" by a broker, bank or other nominee?"
No cumulative voting rights are authorized, and dissenters' rights and rights of appraisal are not applicable to the matters being voted upon at the Meeting.
| Q: |
How do I vote if my shares are held in "street name" by a broker, bank or other nominee? |
| A: |
If your shares are held by a broker, bank or other nominee (this is called "street name"), then your broker, bank or other nominee will send you instructions for voting those shares. |
| Q: |
May I revoke my proxy after I have delivered my proxy? |
| A: |
You may change your vote or revoke your proxy at any time before the vote at the Meeting. If you are a stockholder of record, you may change your vote prior to the Meeting by executing a valid proxy card bearing a later date and delivering it to us prior to the Meeting at |
| Q: |
Who is soliciting my vote? |
| A: |
Our Board of Directors is soliciting your vote for the proposals described in this Proxy Statement, which will be submitted for stockholder approval at the Meeting. |
| Q: |
Who will bear the cost for soliciting votes for the Meeting? |
| A: |
The Company is making this solicitation and will bear the cost of this proxy solicitation. In addition to the use of mail, our directors, officers and non-officeremployees may solicit proxies in person, by telephone or by other means. These persons will not be compensated for the solicitation but may be reimbursed for out-of-pocketexpenses. We have also made arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward this material to the beneficial owners of our common stock, and we will reimburse them for their reasonable out-of-pocketexpenses. |
6
Table of Contents
| Q: |
Who will count the votes? |
| A: |
We have hired a third party, |
| Q: |
Where can I find voting results of the Meeting? |
| A: |
We will announce preliminary voting results at the Meeting and publish final results in a Current Report on Form 8-Kthat we expect to file with the |
| Q: |
May I propose actions for consideration at the next Annual Meeting of Stockholders or nominate individuals to serve as directors? |
| A: |
You may submit proposals for consideration at future stockholder meetings, including director nominations. Please see "Other Matters", set forth elsewhere in this Proxy Statement, for more details. |
| Q: |
Whom should I contact with questions about the Meeting? |
| A: |
If you have any questions about this Proxy Statement or the Meeting, please contact |
| Q: |
What if I have more than one account? |
| A: |
Please vote proxies for all accounts to ensure that all your shares are voted. You may consolidate multiple accounts through our transfer agent, |
| Q: |
Will a list of stockholders entitled to vote at the Meeting be available? |
| A: |
In accordance with |
7
Table of Contents
DIRECTORS AND EXECUTIVE OFFICERS
Our Charter provide that our Board is separated into three classes designated as Class I, Class II and Class III, that each class consists, as nearly as possible, of one third of the total number of such directors and that each class serves for staggered terms of three years as follows: Class I directors whose terms expire in 2025; Class II directors whose terms expire in 2026; and Class III directors whose terms expire in 2027. The exact number of directors shall be fixed from time to time by the action of a majority of the entire Board, provided that no decrease in the number of directors shall shorten the term of any incumbent director. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Three directors are being elected to Class I at the Meeting to serve for a three-year term expiring at our 2028 Annual Meeting.
The names of our directors, executive officers and director nominees and their respective ages, positions, biographies and, in the case of directors, their qualifications to serve as directors, are set forth below.
|
|
Age |
Position |
||
|
|
52 |
President and Chief Executive Officer and Class III Director |
||
|
|
36 |
Chief Financial Officer |
||
|
|
66 |
Chief Administrative Officer |
||
|
|
67 |
Chief Legal Officer and Secretary |
||
|
|
41 |
Chief Accounting Officer |
||
|
|
69 |
Chief Compliance Officer |
||
|
|
77 |
Chairman (Class II Director) |
||
|
|
52 |
Class II Director |
||
|
|
53 |
Class II Director |
||
|
|
74 |
Class III Director |
||
|
|
53 |
Class III Director |
||
|
|
57 |
Class III Director |
||
|
Director Nominees |
||||
|
|
78 |
Class I Director |
||
|
|
50 |
Class I Director |
||
|
|
60 |
Class I Director |
||
8
Table of Contents
9
Table of Contents
10
Table of Contents
Director Nominees
11
Table of Contents
Family Relationships
There are no family relationships between any of our officers or directors.
Corporate Governance Highlights
|
What We Do (Best Practice) |
What We Don't Allow |
|||||
|
✓ |
Enforce strict insider trading policies, including blackout periods for executives and directors | X | No hedging or pledging |
|||
|
✓ |
Set meaningful stock ownership guidelines for executives and directors | X | No tax gross-upsupon a change in control | |||
|
✓ |
Disclose performance goals and performance results for our annual incentive program | X | No re-pricingor cash buyout of underwater stock options | |||
|
✓ |
Set a maximum individual payout limit for our annual bonus program | X | No enhanced retirement formulas | |||
|
✓ |
Incorporate general severance and change-in-controlprovisions | X | No guaranteed compensation either annually or multi-year (compensation evaluated each year) | |||
|
✓ |
Retain an independent compensation consultant reporting directly to the Compensation Committee | X | No market timing in connection with granting of equity awards | |||
Hedging and Pledging Company Securities
Our Securities Trading Policy prohibits our directors, officers, employees, family members of such persons and entities controlled by such persons from engaging in hedging, short sales, or trading in publicly traded put or call options with respect to our securities. Additionally, such policy prohibits the same persons from purchasing our securities on margin, borrowing against any account in which our securities are held, or pledging our securities as collateral for a loan.
12
Table of Contents
Stock Ownership Guidelines
We have stock ownership guidelines applicable to non-employeedirectors and our Named Executive Officers ("NEOs"). Our Board of Directors believes it is in the best interests of the Company and our stockholders to align the financial interests of leadership and non-employeedirectors with those of our stockholders. Our guideline structure is as follows:
| • |
Non-EmployeeDirectors: 4x annual retainer |
| • |
Chief Executive Officer: 6x base salary |
| • |
Other NEOs: 3x base salary |
Participants are expected to comply with the ownership requirements within five years of an appointment to a qualified position. The categories of stock ownership that satisfy the ownership criteria include:
| • |
shares owned directly or indirectly (e.g. by spouse or trust); |
| • |
unvested time-based restricted stock units ("RSUs"); |
| • |
shares held in retirement accounts; and |
| • |
share equivalents, including deferred stock units and deferred compensation payable under our deferred compensation plans. |
Unvested stock options, unexercised stock options and performance stock units ("PSUs") are not included when determining compliance with the guidelines. The Compensation Committee is responsible for monitoring the application of the stock ownership guidelines and may modify the guidelines in its discretion, including as a result of dramatic or unexpected changes in the market value of Aveanna's common stock. The Compensation Committee has the discretion to enforce these stock ownership guidelines on a case-by-casebasis.
Involvement in Certain Legal Proceedings
Our directors and executive officers are not parties to any material legal proceedings.
13
Table of Contents
PROPOSAL 1-ELECTION OF DIRECTORS
The Board of Directors nominated the following persons for election at the Meeting as Class I members of our Board of Directors.
|
|
Term Expiring |
|||
|
|
2028 Annual Meeting of stockholders |
|||
|
|
2028 Annual Meeting of stockholders |
|||
|
|
2028 Annual Meeting of stockholders |
The section of this Proxy Statement titled "Directors & Executive Officers" contains more information about the leadership skills and other experience that caused the
We believe that each of these directors possesses the experience, skills, and qualities to fully perform his duties as a director and contribute to our success. Our directors have been nominated because they possess the highest standards of personal integrity, interpersonal and communication skills, are highly accomplished in their fields, understand the interests and issues that are important to our stockholders, and are able to dedicate sufficient time to fulfilling their obligations as directors. Our directors as a group complement each other with their respective experiences, skills, and qualities. While our directors make up a diverse group in terms of age, gender and professional experience, together they comprise a cohesive body in terms of Board process and collaboration.
Board of Directors Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE PERSONS NAMED ABOVE.
Vote Required
Directors are elected by a plurality of the votes cast at the Meeting.
CORPORATE GOVERNANCE
Composition of our Board of Directors
Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors is composed of ten directors. Certain aspects of the composition and functioning of our Board of Directors are subject to the rights of our principal stockholders under our A&R Stockholders Agreement, as defined below in "Certain Relationships and Related Party Transactions-Stockholders Agreement."
When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board of Directors to effectively satisfy its oversight responsibilities in light of our business and structure, the Board of Directors focuses primarily on each person's background and experience as reflected in the information discussed in the directors' respective biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
In accordance with our Charter, our Board of Directors is divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a staggered three-year term and one class being elected at each annual meeting of stockholders. As a result, approximately one-thirdof our Board of Directors will be elected each year. Our current directors are divided among the three classes as follows:
| • |
The Class I directors are |
14
Table of Contents
| • |
The Class II directors are |
| • |
The Class III directors are |
Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-thirdof the directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of the Company.
Chairman of the Board of Directors and Board Leadership Structure
The Board believes that it is appropriate to separate the roles of Chairman and Chief Executive Officer.
Director Independence
Our Board of Directors has affirmatively determined that each of
Controlled Company Exception
Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance standards, including (i) the requirement that we have a compensation committee that is composed entirely of directors that satisfy certain heightened standards of independence and (ii) the requirement that our director nominations be made, or recommended to our full Board of Directors, by our independent directors or by a nominations committee that consists entirely of independent directors. We currently utilize the exemption with respect to our
15
Table of Contents
Stockholder Engagement
Our investor relations program includes regular communication and active engagement with our stockholders throughout the year. We encourage feedback from our stockholders as it relates to our corporate governance, compensation policies and practices for our executives, regulatory developments, industry trends and company strategy. We leverage both in-personand virtual settings to seamlessly connect with investors and analysts on a regular basis to discuss important strategic topics including:
| • |
financial performance; |
| • |
clinical quality; |
| • |
organic and inorganic growth strategies; |
| • |
diverse and growing reimbursement structure; |
| • |
labor trends; and |
| • |
leverage and liquidity. |
Risk Oversight
The Board's Role in Risk Oversight
Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.
In addition, the Company's Chief Legal Officer and Secretary reports in person to the Audit Committee on at least a quarterly basis to keep the directors informed concerning legal risks and other legal matters involving the Company and the Company's legal risk mitigation efforts. Moreover, the Company's Chief Compliance Officer reports to the Clinical Quality Committee on at least a quarterly basis on compliance and regulatory risks involving the Company and the Company's efforts to mitigate those risks.
Additionally, at each Board meeting, our Chief Executive Officer and management team meet with the other directors to address operational and strategic matters, including areas of risk and opportunity that require Board attention.
Our cybersecurity risk management is currently independent of enterprise risk management, and our cybersecurity program and related policies are managed by a dedicated Assistant Vice President ("AVP") of Cybersecurity who reports to our Chief Information Officer ("CIO"), under ultimate oversight by the Audit Committee. The AVP of Cybersecurity leads periodic meetings of our chartered
16
Table of Contents
The oversight of risk within the organization is an evolving process requiring the Company to continually look for opportunities to further embed systematic enterprise risk management into ongoing business processes across the organization. The Board of Directors actively encourages management to continue to review and improve its methods of assessing and mitigating risk.
Corporate and Social Responsibility
Social Responsibility
Human Capital
As of
Talent Acquisition, Retention and Development
Our strategy is to lead the market by attracting and hiring caregivers with a candidate-focused and technology-driven recruiting experience. We have customized our nationwide recruiting model to localized workforces, and we seek to attract the best clinicians with our powerful mission, unique opportunities to provide one-on-onecare in the home with flexible schedules, as well as 24/7 clinical support and electronic charting. We leverage extensive recruiting and employee data to identify, attract, and engage a skilled and diverse talent pool, as well as to assist us to manage, develop and retain our valuable workforce.
Diversity and Inclusion
Our Diversity, Equity & Inclusion ("DEI") Vision
Aveanna is a company where all employees of various cultures, walks of life and abilities are valued and each has an equal opportunity for growth and success, thereby increasing organizational capacity to achieve our mission to revolutionize the way homecare is delivered - one patient at a time - while preserving and cultivating our culture of corporate and social responsibility.
17
Table of Contents
Board of Directors
For all potential Board members, we consider educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. In addition, the
Executive Officer Positions
In appointing individuals to executive officer positions, we weigh a number of factors, including educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
The Board of Directors believes the most effective way to achieve greater continuity in our senior management team is to identify high-potential candidates within the organization and work with them to ensure they develop the skills, acquire the experience and have the opportunities necessary to eventually occupy executive officer positions. This includes taking action to build a culture of inclusion throughout the organization.
Board Committees
The committees of our Board of Directors are the Audit Committee, the Compensation Committee, the
Audit Committee
Our Audit Committee is responsible for, among other things:
| • |
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
| • |
discussing with our independent registered public accounting firm their independence from management; |
| • |
reviewing, with our independent registered public accounting firm, the scope and results of their audit; |
| • |
approving all audit and permissible non-auditservices to be performed by our independent registered public accounting firm; |
| • |
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the |
| • |
overseeing our financial and accounting controls and compliance with legal and regulatory requirements; |
| • |
reviewing our policies on risk assessment and risk management; |
18
Table of Contents
| • |
overseeing risks from our cybersecurity threats; |
| • |
reviewing related person transactions; and |
| • |
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
The Audit Committee is composed of
Nominating and Corporate Governance Committee
Our
| • |
identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors; |
| • |
overseeing succession planning for our executive officers; |
| • |
periodically reviewing our Board of Directors' leadership structure and recommending any proposed changes to our Board of Directors; |
| • |
overseeing an annual evaluation of the effectiveness of our Board of Directors and its committees; and |
| • |
developing and recommending to our Board of Directors a set of corporate governance guidelines. |
Compensation Committee
Our Compensation Committee is responsible for, among other things:
| • |
reviewing and approving the corporate goals and objectives, evaluating the performance and reviewing and approving the compensation of our executive officers; |
| • |
reviewing and approving or making recommendations to our Board of Directors regarding our incentive compensation and equity-based plans, policies and programs; |
| • |
reviewing and approving all employment agreement and severance arrangements for our executive officers; |
| • |
making recommendations to our Board of Directors regarding the compensation of our directors; and |
| • |
retaining and overseeing any compensation consultants. |
19
Table of Contents
The Compensation Committee is composed of
Clinical Quality Committee
Our Clinical Quality Committee oversees our non-financialcompliance matters and is responsible for, among other things:
| • |
identifying, reviewing and analyzing laws and regulations applicable to us; |
| • |
recommending to the Board of Directors, and monitoring the implementation of, compliance programs, policies and procedures that comply with local, state and federal laws, regulations and guidelines; |
| • |
reviewing significant compliance risk areas identified by management; |
| • |
discussing periodically with management the adequacy and effectiveness of policies and procedures to assess, monitor, and manage non-financialcompliance business risk and compliance programs; |
| • |
monitoring compliance with, authorizing waivers of, investigating alleged breaches of and enforcing our non-financialcompliance programs; and |
| • |
reviewing our procedures for the receipt, retention and treatment of complaints received regarding non-financialcompliance matter. |
The Clinical Quality Committee is composed of
Board and Committee Meetings-2024
Our Board of Directors held four meetings in fiscal year 2024. Our Board's Audit and Clinical Quality Committees generally meet on or around the date of each regularly scheduled quarterly Board meeting. The Compensation and Nominating and Corporate Governance Committees meet as often as determined appropriate to carry out their responsibilities. During 2024, the Audit Committee held four meetings; the Clinical Quality Committee held four meetings; the Compensation Committee held one meeting; and the
Independent Directors-Meetings in Executive Session
The independent directors, as a group, meet in executive session on a regular basis in connection with each Board meeting without any members of our management present.
20
Table of Contents
Director Nominations
| • |
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; and |
| • |
An understanding of the fiduciary responsibilities that is required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. |
Pursuant to our Amended Bylaws, stockholders may recommend a nominee for consideration by the Board by delivering certain information specified in our Amended Bylaws with respect to the nominee and the proposing stockholder to our Chief Legal Officer and Secretary, at
Although we have not adopted a formal policy regarding the consideration of Board candidates recommended by our stockholders, the Board believes that the procedures set forth in our Amended Bylaws are currently sufficient and that the establishment of a formal policy is not necessary. For additional important information regarding stockholder nominations of directors and stockholder proposals, please see the "Other Matters" section of this Proxy Statement.
Stockholders who wish to communicate with our Board of Directors or our Audit Committee should address their communications to such party, in care of our Secretary, who is responsible for promptly disseminating such communications to our Board of Directors or Audit Committee Chair, as appropriate.
21
Table of Contents
Pursuant to our Corporate Governance Guidelines (described below), all communications with the Board of Directors or the Audit Committee are treated confidentially, and stockholders and other interested parties can remain anonymous when communicating their concerns. Stockholders who would like to submit the name of a person for consideration as a director nominee should address any communication to our Secretary in accordance with the procedures described under the heading "Other Matters - Submission of Shareholder Proposals and Director Nominations for 2026 Annual Meeting," below.
Securities Trading Policy
The Company has adopted a securities trading policy (the "Securities Trading Policy") which governs the purchase, sale and/or any other dispositions of the Company's securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards. A copy of the Securities Trading Policy has been filed with the Company's Annual Report on Form 10-Kfor the year ended
CODE OF ETHICAL BUSINESS CONDUCT
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our website, www.aveanna.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. The information contained on or accessible through our website does not form a part of this Proxy Statement and is not incorporated by reference herein.
The members of our
Members of
22
Table of Contents
PROPOSAL 2-RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Background
The Audit Committee of the Board of Directors has appointed
Board of Directors Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
Vote Required
Approval of this proposal requires the affirmative vote of a majority of the voting power of the shares represented at the Meeting and entitled to vote on the subject matter.
Ernst & Young Representative-Attendance at the Meeting
A representative of
REPORT OF THE AUDIT COMMITTEE
This Report of the Audit Committee does not constitute soliciting material, shall not be deemed filed under the Exchange Act, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we incorporate this Report of the Audit Committee by specific reference.
The Audit Committee operates under a written charter approved by the Board, a copy of which is available on the Company's website. The Audit Committee is responsible for oversight of Aveanna's accounting and financial reporting and internal control processes, and compliance with legal and regulatory requirements. The Audit Committee is currently composed of four directors, all of whom are independent as determined in accordance with the listing standards of Nasdaq and within the meaning of Rule 10A-3under the Exchange Act.
23
Table of Contents
In fulfilling its oversight responsibilities, on a quarterly and annual basis, the Audit Committee meets with
The Audit Committee is responsible for the appointment, compensation and oversight of our independent registered public accounting firm. EY has served as our independent registered public accounting firm since 2017. The Chairman of the Audit Committee was involved in the selection of the lead audit partner, who completed his fourth year as the lead audit partner for the fiscal year 2024 audit.
During the planning phase of the 2024 audit, the Audit Committee discussed with EY the overall scope and planning of the annual audit, including EY's overall fees. The members of the Audit Committee, or the Chair of the Audit Committee, pursuant to a delegation of authority, reviewed and pre-approvedall permissible services by EY.
EY provided to the Audit Committee the written disclosures and the letter required by the
The Audit Committee also received from and discussed with EY the matters required to be discussed under the applicable requirements of the PCAOB, the
Based on the review and discussions set forth above, and any additional matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board the inclusion of our audited financial statements in our Annual Report on Form 10-Kfor the fiscal year ended
This report has been approved by the members of the Audit Committee:
Dr.
Fees Paid to Auditors
The following summarizes the fees billed to us by
| Fiscal Year 2024 | Fiscal Year 2023 | |||||||||||||||
|
Fee Category |
Amount ($) | Percent | Amount ($) | Percent | ||||||||||||
|
Audit fees |
$ | 3,549,500 | 85 | % | $ | 3,363,500 | 88 | % | ||||||||
|
Audit-related fees |
- | 0 | % | - | 0 | % | ||||||||||
|
Tax fees |
$ | 618,087 | 15 | % | $ | 454,760 | 12 | % | ||||||||
|
Total fees |
$ | 4,167,587 | 100 | % | $ | 3,818,260 | 100 | % | ||||||||
24
Table of Contents
Audit fees included fees associated with the annual audit, including the audit of internal controls over financial reporting, the reviews of our Quarterly Reports on Form 10-Q,and services that are normally provided by our registered independent public accounting firm in connection with statutory and regulatory filings or engagements and that generally only our registered independent public accounting firm can provide. Audit- related fees are fees for services performed during the respective years by the independent registered public account firm for assurance and related services not reported under the caption "Audit fees" in the tables above. Tax fees included tax compliance and limited tax consulting services. All of the services described above were pre-approvedby the Audit Committee (or the Chair of the Audit Committee, pursuant to a delegation of authority).
Policy on Pre-Approvalof Audit and Permissible Non-AuditServices of Independent Auditors; Delegation of Pre-ApprovalAuthority in Specified Instances
All audit and permissible non-auditservices provided by the independent auditors are pre-approvedby the Audit Committee (or the Chair of the Audit Committee, pursuant to a delegation of authority). These services may include audit services, audit-related services, tax services and other services. Pre-approvalis generally provided for up to one year and any pre-approvalis detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval,and the fees for the services performed to date. The Audit Committee may also pre-approveparticular services on a case-by-casebasis.
25
Table of Contents
STOCK OWNERSHIP
The following table shows beneficial ownership of our common stock as of
Beneficial ownership is determined according to the rules of the
The beneficial ownership of our common stock is based on 195,093,866 shares of our common stock outstanding as of
Unless otherwise indicated, the address of each of the individuals named in the table below under "Directors and Named Executive Officers" is c/o
| Name of Beneficial Owner | Shares | Percentage | ||||||
|
5% Stockholders: |
||||||||
|
Entities affiliated with |
81,600,880 | 41.8% | ||||||
|
J.H. Whitney Equity Partners VII (2) |
48,655,882 | 24.9% | ||||||
|
Nut Tree Capital Management, LP (3) |
12,372,649 | 6.3% | ||||||
|
Directors and Named Executive Officers: |
||||||||
|
Rodney D. Windley (4) |
3,915,704 | 2.0% | ||||||
|
Jeffrey Shaner (5) |
2,970,274 | 1.5% | ||||||
|
Matthew Buckhalter (6) |
81,147 | * | ||||||
|
Jerry Perchik |
- | * | ||||||
|
Victor |
455,345 | * | ||||||
|
Christopher |
- | * | ||||||
|
Devin O'Reilly (7) |
- | * | ||||||
|
Sheldon M. Retchin, M.D., M.S.P.H. |
296,485 | * | ||||||
|
Steven |
265,237 | * | ||||||
|
Erica Schwartz, M.D., J.D., M.P.H. |
229,237 | * | ||||||
|
Robert |
5,775,467 | 3.0% | ||||||
|
Brent Layton |
- | * | ||||||
|
All directors and named executive officers as a group (12 persons) (9) |
13,988,896 | 7.0% | ||||||
26
Table of Contents
| (*) |
Less than one percent |
| (1) |
Includes 81,600,880 shares registered in the name of |
| (2) |
Includes (i) 31,474,896 shares registered in the name of |
| (3) |
The information as to this beneficial ownership with respect to the number of shares beneficially owned by |
| (4) |
Includes 1,916,648 shares issuable upon exercise of options. |
| (5) |
Includes 1,916,648 shares issuable upon exercise of options. |
| (6) |
Includes 45,897 shares issuable upon exercise of options. |
| (7) |
Does not include shares held by the Bain Capital Entities. Each of |
| (8) |
Does not include shares held by the J.H. Whitney Entities but includes 5,227,500 shares held by |
| (9) |
Includes 3,879,193 shares issuable upon exercise of options. |
27
Table of Contents
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of our common stock to file reports of ownership and changes of ownership with the
28
Table of Contents
EQUITY COMPENSATION PLAN INFORMATION AS OF
The following table provides information about awards outstanding and shares remaining available under our equity compensation plans (including any individual compensation arrangements) as of
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights |
Weighted- average exercise price of outstanding options, warrants, and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
| (a) | (b) | (c) | ||||||||||
|
Equity compensation plans approved by |
28,441,857 | 2.93 | 16,057,381 | (1) | ||||||||
|
Equity compensation plans not approved by |
- | - | - | |||||||||
|
Total |
28,441,857 | 2.93 | 16,057,381 | |||||||||
| (1) |
Composed of 12,740,535 shares reserved for issuance under the |
29
Table of Contents
PROPOSAL 3-ADVISORY, NON-BINDING,VOTE ON THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY ON PAY" VOTE)
General Information
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act enable our stockholders to vote to approve, on an advisory, non-binding,basis, the compensation paid to our "Named Executive Officers" as disclosed in this Proxy Statement in accordance with the
Say on Pay Vote Mechanics
We are asking our stockholders to provide advisory approval of the compensation paid to our "Named Executive Officers," as described in the "Compensation Discussion and Analysis" ("CD&A") section of this Proxy Statement and the compensation tables and narrative disclosures following the CD&A.
This advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and our compensation philosophy, policies and practices, as described in this Proxy Statement.
Our Board has determined that we will annually hold an advisory, non-binding,stockholder vote on the compensation of our NEOs until the next required vote on the frequency of future executive compensation votes, which is required to occur no later than the annual meeting of stockholders to be held in 2028.
Highlights of our Executive Compensation Program
We believe that it is important to reward our executives for strong performance in our business, which presents us with significant operational and regulatory challenges given our industry, and to incentivize them to continue to take actions to deliver strong results for our investors by growing our geographical footprint, expanding our relationships in the healthcare community, growing our patient services, and pursuing new market opportunities. At the same time, we believe that it is important to disincentivize unnecessary risk-taking. We design our executive compensation programs to attract talented executives to join the Company and to motivate them to position us for long-term success, achieve superior operating results and increase stockholder value. To realize these objectives, our compensation philosophy includes the following core elements:
| • |
Performance-Based: A significant portion of executive compensation should be "at-risk,"performance- based pay linked to specific, measurable short-term and long-term goals that reward both organizational and individual performance; |
| • |
Stockholder Aligned: Incentives should be structured to create a strong alignment between executives and stockholders on both a short-term and long-term basis; and |
| • |
Market Competitive: Compensation levels and programs for executives, including our Named Executive Officers, should be competitive relative to the markets in which we operate and compete for talent. It is important to leverage an understanding of what constitutes competitive pay in our markets and build strategies to attract, incentivize, reward and retain top talent. |
By incorporating these core design elements, we believe our executive compensation program is in line with and supportive of our stockholders' objectives and effective in attracting, motivating and retaining the level of talent we need to successfully manage and grow our business.
30
Table of Contents
Board of Directors Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ADVISORY, NON-BINDINGSAY ON PAY PROPOSAL, AS STATED BY THE FOLLOWING RESOLUTION:
"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the
The say on pay vote is advisory, and therefore not binding on the Company, our Board of Directors or our Compensation Committee. Our Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of this vote in considering future compensation arrangements.
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The following Compensation Discussion and Analysis ("CD&A") describes our fiscal year 2024 executive compensation structure and philosophy. This CD&A is intended to be read in conjunction with the tables included in CD&A as well as the section titled, Report of the Compensation Committee, which provides detailed compensation information for the following executive officers, who we refer to as our "Named Executive Officers" or "NEOs":
|
|
Title |
|
|
|
President and Chief Executive Officer |
|
|
|
Chief Financial Officer |
|
|
|
Chief Legal Officer and Secretary |
|
Our executive compensation structure consists of the following components:
| • |
Base salary |
| • |
Non-equityIncentive Plan Compensation |
| • |
Long-term incentives (equity awards) |
| • |
Broad-based benefit and retirement programs |
Executive Compensation Objectives and Philosophy
Our executive compensation program is intended to attract and retain executive officers and to align the interests of our executive officers with those of our stockholders. The Compensation Committee's objectives for our programs include, but are not limited to, the following:
| • |
offer competitive total compensation opportunities, reflecting industry standards, and balance the need for talent with reasonable compensation expense; |
| • |
enhance stockholder value by focusing management on financial metrics that drive value; |
| • |
emphasize at-riskcompensation versus fixed compensation; |
| • |
attract, motivate and retain executive talent willing to commit to long-term stockholder value creation; and |
| • |
discourage excessive risk taking. |
31
Table of Contents
The Compensation Committee determines the type and amount of compensation opportunity for our Named Executive Officers based on a thorough review of a variety of factors, including competitive market data, the officers' respective responsibilities and value to the Company, future leadership potential and individual/ corporate/business performance. The following table outlines the elements of our executive pay programs and each element's relationship with our philosophy for NEO compensation:
|
Component |
Purpose |
Characteristic |
Fixed or Performance- Based | |||
| Base Salary | Attracts and retains executives through market-based pay | Compensates executives fairly and competitively for their roles | Fixed | |||
| Annual Non-EquityCompensation(Annual Cash Incentive) | Encourages achievement of financial performance metrics that drive stockholder value | Based on achievement of predefined corporate financial performance objectives | Performance- Based | |||
| Long-Term Equity Incentives | Align executives' long-term compensation interests with stockholders' investment interests | Value to the executive is based on the passage of time, as well as company-specific annual performance | Fixed and Performance- Based | |||
| Benefit and Retirement Programs | Provide competitive benefits that promote employee health and productivity and support longer-term physical and fiscal security | Similar to benefits offered to other employees | Fixed | |||
| Fiscal Year 2024 NEO Target Compensation Structure Summary | ||
| Component | Summary | |
|
Base Salary |
• Mr. Shaner: • Mr. Buckhalter: • Mr. Perchik: |
|
|
Target Annual Bonus |
The following target bonus opportunities were approved for fiscal year 2024. • Mr. Shaner: 100% • Mr. Buckhalter: 75% • Mr. Perchik: 75% |
|
| 1 |
|
32
Table of Contents
| Fiscal Year 2024 NEO Target Compensation Structure Summary | ||
| Component | Summary | |
|
Long-Term Incentives |
In order to secure our senior management team for the long term and to focus their decision-making to positively impact long-term stockholder value, in 2024 we made our annual long-term incentive grant, consisting of performance stock units ("PSUs") and time-based restricted stock units ("RSUs") to members of senior management, including our NEOs. The equity awards granted to our NEOs as compensation for fiscal year 2024 consisted of 50% PSUs and 50% RSUs. The RSUs will cliff vest three years from the grant date. The PSUs are based on annual Adjusted EBITDA performance which can be met in any one-yearperiod over the three years subsequent to the grant date. Earned amounts become vested at the end of three years. PSUs and RSUs generally will be forfeited if the recipient voluntarily terminates employment prior to the vesting date. Our fiscal year 2024 NEO RSU grants were as follows: • Mr. Shaner: 518,154 RSUs with a grant date value of • Mr. Buckhalter: 149,897 RSUs with a grant date value of • Mr. Perchik: 163,382 RSUs with a grant date value of Our fiscal year 2024 NEO PSU grants were as follows: • Mr. Shaner: 518,153 PSUs with a grant date value of • Mr. Buckhalter: 149,896 PSUs with a grant date value of • Mr. Perchik: 163,381 PSUs with a grant date value of |
|
Compensation Decision Process
Role of the Compensation Committee
The Compensation Committee is responsible to our Board of Directors for oversight of our executive compensation programs. The Compensation Committee consists of independent directors and is responsible for the review and approval of all aspects of our compensation programs, including, without limitation:
| • |
considering input from our stockholders; |
| • |
reviewing and assessing competitive market data; |
| • |
reviewing the chief executive officer's performance and determining the chief executive officer's compensation; |
| • |
reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs and other executive officers; |
| • |
evaluating the competitiveness of each executive's total compensation package to ensure that we can attract and retain critical management talent; and |
| • |
approving any changes to the total compensation programs for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits programs. |
Following review and discussion by the Compensation Committee, the Compensation Committee recommends to the Board and the Board approves the executive compensation of our executive officers. The Compensation Committee is supported in its work by our Chief Legal Officer and Secretary, Chief Administrative Officer and members of the people services team, as well as the Compensation Committee's independent compensation consultant.
33
Table of Contents
Role of Management
Currently, our Chief Executive Officer makes pay recommendations for executive officers, other than himself, to the Compensation Committee based on competitive market data and an assessment of individual performance. Recommendations to the Compensation Committee help establish appropriate and market- competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. The Compensation Committee considers such recommendations, in conjunction with input from the Compensation Committee's independent compensation consultant, in making compensation decisions or recommendations to the full Board. No officer participates directly in the final deliberations or determinations regarding his or her own compensation package.
Role of the Independent Compensation Consultant
The Compensation Committee has historically retained an independent compensation consultant every other year and most recently retained the services of Aon's
Role of Peer Companies and Competitive Market Data
The following criteria were considered for the development of a peer group for the most recent compensation study, which we used to assist with total executive compensation levels.
| • |
Industry: companies similar to Aveanna, based on publicly traded healthcare companies in the Global Industry Classification System (GICS); |
| • |
Company size: Approximately one-thirdto three-times Aveanna's annual revenues, with a secondary focus on market capitalization; |
| • |
Reverse peers: Companies considering Aveanna a peer; |
| • |
Peers of peers: Companies used in the peer groups of potential peer companies; and |
| • |
Competitors: Companies that compete with Aveanna for business and management talent. |
Utilizing the above criteria, Aon identified the following 14 peer companies for the compensation study:
|
• Acadia Healthcare Company, Inc. • Addus HomeCare Corporation • Amedisys, Inc. • AMN Healthcare Services, Inc. |
• ModivCare Inc. • National HealthCare Corporation • Option Care Health, Inc. • Periatrix Medical Group, Inc. |
|
|
• Chemed Corporation • Cross Country Healthcare, Inc. • Enhabit, Inc. |
• RadNet, Inc. • Surgery Partners, Inc. • The Pennant Group, Inc. |
The Compensation Committee used competitive compensation data from the most recent total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as the Company's overall and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
34
Table of Contents
Timing of Compensation Decisions
At its first annual meeting, the Compensation Committee makes compensation recommendations for our executives, including our Named Executive Officers. Recommendations include base salaries, whether previous year targets were met, prospective target performance levels and equity awards. The Committee also makes periodic compensation decisions for executives hired during the year.
2024 Compensation Elements
Base Salary
Base salaries are designed to recognize the competency, experience and performance an executive brings to the position. The Compensation Committee will recommend changes in base salary from time to time primarily based on a comparison to peer group market data, individual and Company performance, internal equity, value to the organization, promotions and the specific responsibilities compared to market. The Compensation Committee reviews base salaries for our executive officers annually. Set forth below are the respective base salaries for our Named Executive Officers, together with the percentage increases, if any, from the preceding fiscal year:
| Name | Fiscal Year 2024 Base Salary |
Change from Fiscal Year 2023 |
||||
|
Jeff Shaner |
$750,000 | 36% | ||||
|
Matthew Buckhalter |
31% | |||||
|
Jerry Perchik |
n/a (1) | |||||
| (1) |
|
Annual Non-EquityIncentive Compensation
Our NEOs are eligible to eaannual non-equityincentive compensation based on fiscal year performance. The annual non-equityincentive compensation plan is designed to reward our executives for superior annual performance in key areas that we believe create long-term value for stockholders. For fiscal year 2024, the Compensation Committee approved the following primary performance metric for our executive team:
| • |
Revenue (30% of target) and adjusted EBITDA (70% of target) (2). |
| (2) |
We believe revenue and adjusted EBITDA are important metrics for measuring performance levels because it focuses on core operating results. Revenue is measured in accordance with |
Upon completion of the fiscal year, the Compensation Committee determines achievement levels versus the pre-approvedperformance targets. The Compensation Committee also performs a comprehensive review of the Company's overall financial performance. When performance falls between an achievement threshold, target and maximum performance levels, earned amounts are interpolated on a straight-line basis between points to determine compensation. Performance achievement below the threshold level generally will result in a lower bonus amount, in the Compensation Committee's discretion, or no bonus at all. The Compensation Committee retains discretion to make adjustments as needed to incorporate the results of its comprehensive review.
35
Table of Contents
Target award opportunities: The following target non-equityincentive compensation (as a percentage of base salary) was approved for fiscal year 2024.
| Name | Fiscal Year 2024 Target (1) (% of Salary) |
Change from Fiscal Year 2023 |
||
|
Jeff Shaner |
100% | 0% | ||
|
Matthew Buckhalter |
75% | 50% | ||
|
Jerry Perchik |
75% | n/a(2) | ||
| (1) |
Participants may eafrom 50% to 200% of target non-equityincentive compensation based on performance achievement between the threshold and maximum levels. Payout opportunities for performance between the threshold, target and maximum levels are interpolated on a straight-line basis. The threshold represents 50% of the target amount; the target level represents 100% of the target amount, and the maximum represents 200% of the target amount. |
| (2) |
|
Based upon the Compensation Committee's comprehensive review and evaluation of Aveanna's performance in 2024 with respect to the aforementioned metrics, the following incentives were approved for fiscal year 2024:
|
Approved Fiscal Year 2024 Actual Non-equity Incentive Compensation |
||||||
| Name | Fiscal Year 2024 Target Incentive (% of Salary) |
Fiscal Year 2024 Actual (% of Target) |
Fiscal Year 2024 Actual Incentive Earned |
|||
|
Jeff Shaner |
100% | 171% | ||||
|
Matthew Buckhalter |
75% | 171% | ||||
|
Jerry Perchik |
75% | 171% | ||||
Long-Term Equity Incentive Plans
In addition to base salary and annual incentive compensation, each of our Named Executive Officers is provided long-term equity incentive compensation. The use of long-term equity incentives creates a link between executive compensation and our long-term performance, thereby creating alignment between executive and stockholder interests.
2021 Plan
We have adopted the 2021 Plan, which became effective on
36
Table of Contents
Share Reserve. The maximum aggregate number of shares of common stock that may be subject to awards under the 2021 Plan is 14,413,135 shares (the "
Administration. Unless the Board assumes authority for administration, the Compensation Committee administers the 2021 Plan, and the 2021 Plan provides that the Board or Compensation Committee may delegate its authority to grant awards to employees other than executive officers and certain senior executives of the company to a committee consisting of one or more members of our Board of Directors or one or more of our officers, other than awards made to individuals who are subject to Section 16 of the Exchange Act, or officers or directors to whom authority to grant or amend awards has been delegated hereunder, which must be approved by our full Board of Directors.
Eligibility. Incentive stock options (ISOs), nonqualified stock options, stock appreciation rights (SARs), restricted stock and all other stock-based and cash-based awards under the 2021 Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. Only Aveanna employees may be granted ISOs.
Awards. The 2021 Plan provides that the administrator may grant or issue ISOs, nonqualified stock options, SARs, restricted stock, restricted stock units, other stock- or cash-based awards and dividend equivalents, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.
Director Limit. The 2021 Plan provides that the sum of the grant date fair value of equity-based awards and the amount of any cash-based awards or other fees granted to a non-employeedirector during any calendar year shall not exceed
Change in Control. In the event of a change in control, each outstanding award will be treated as the Compensation Committee determines in its sole discretion and on such terms and conditions as the Compensation Committee deems appropriate including, without limitation, assumption or substitution of awards by the acquirer, termination of awards or cash-outof awards. In the event the acquirer does not assume or substitute awards granted, prior to the consummation of such transaction, awards issued under the 2021 Plan will be subject to accelerated vesting such that 100% of such awards will become vested and exercisable or payable, as applicable. The Compensation Committee may also make appropriate adjustments to awards under the 2021 Plan and is authorized to provide for the acceleration, cash-out,termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions.
Adjustments of Awards. In the event of any stock dividend or other distribution, stock split, forward stock split, reorganization, combination or exchange of shares, merger, consolidation, split-up,spin-off,recapitalization, repurchase or any other corporate event affecting the number of outstanding shares of our common stock, the administrator will make appropriate, proportionate adjustments pursuant to criteria set forth in the 2021 Plan.
Amendment and Termination. The administrator may terminate, amend or modify the 2021 Plan at any time and from time to time. However, we must generally obtain stockholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule). No awards will be granted pursuant to the 2021 Plan after the earlier of the tenth anniversary of (i) the effective date of the 2021 Plan and (ii) the date the 2021 Plan was approved by the Company's stockholders.
37
Table of Contents
Long-Term Incentives - Fiscal Year 2022 Grants
In the first quarter of 2022, the Compensation Committee, with the assistance of Aon, approved a new long-term incentive ("LTI") structure for fiscal year 2022, which consists of 50% PSUs and 50% RSUs for all executive officers and some senior management groups, and 100% RSUs for certain other senior management groups.
| • |
Performance shares: weighted 50% on annual Adjusted EBITDA performance and 50% on three-year relative total shareholder retu("TSR") performance. Our relative TSR will be compared to the healthcare services and healthcare facilities companies in the S&P Healthcare Services Select Index. Earned amounts based on Adjusted EBITDA vest at the end of three years, while earned amounts based on TSR performance vest after |
| • |
Restricted stock units: vesting occurs on a cliff basis three years after the grant date. |
| • |
Certain other officers and personnel will be eligible to receive such RSUs. |
Long-Term Incentives - Fiscal Year 2023 Grants
In the first quarter of fiscal year 2023, the Compensation Committee approved a new LTI grant for fiscal year 2023, which currently consists of 50% PSUs and 50% RSUs for all participants.
| • |
Performance shares: weighted on annual Adjusted EBITDA performance, which can be met in any one-yearperiod over the three years subsequent to the grant date. |
| • |
Restricted stock units: vesting occurs on a cliff basis three years after the grant date. |
Long-Term Incentives - Fiscal Year 2024 Grants
In the first quarter of fiscal year 2024, the Compensation Committee approved a new LTI grant for fiscal year 2024, which currently consists of 50% PSUs and 50% RSUs for all participants.
| • |
Performance shares: weighted on annual Adjusted EBITDA performance, which can be met in any one-yearperiod over the three years subsequent to the grant date. |
| • |
Restricted stock units: vesting occurs on a cliff basis three years after the grant date. |
See "-Executive Compensation Objectives and Philosophy-Fiscal Year 2024 NEO Target Compensation Structure Summary-Long-Term Incentives" for further details on the LTI grants to our NEOs for fiscal year 2024.
Historical Stock Option Awards
Stock options held by our NEOs contain the following vesting terms: 50% based upon time vesting, and 50% based upon performance vesting. Time-based vesting occurs ratably over five years. Completion of the Company's IPO in
Senior Management Retention Plan
In the second quarter of fiscal year 2023, the Compensation Committee approved a new senior management retention plan for certain field and corporate executives in response to the deterioration in the value of equity compensation resulting from the decline in the Company's share price. The plan consists of 100% performance stock units, the number of which will be determined using the share price if the Company reaches certain revenue and adjusted EBITDA targets measured by four consecutive quarters prior to
38
Table of Contents
Compensation Risk Assessment
The Compensation Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Compensation Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on the Company. We believe that the following features of our programs mitigate this risk:
| • |
the Compensation Committee retained an independent compensation consultant, Aon, to assist with 2023 compensation decisions; |
| • |
the Compensation Committee recommends for Board approvals the annual non-equityincentive compensation plan's financial goals at the start of the fiscal year, and recommends for approval the performance achievement level and final payments earned after the end of the fiscal year; |
| • |
the annual non-equityincentive compensation plan has capped potential payouts at 200% of the target opportunity to mitigate potential windfalls; |
| • |
we utilize a mix of cash and equity incentive programs, and all equity awards granted to our NEOs have multi-year vesting; |
| • |
we utilize competitive general and change-in-controlseverance programs to help ensure executives continue to work towards our stockholders' best interests in light of potential employment uncertainty; and |
| • |
executives are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging. |
Tax and Accounting Implications
Our Compensation Committee operates its compensation programs with the good faith intention of complying with Section 409A of the
Our Compensation Committee also considers the accounting impact when structuring and approving awards. We account for equity-based payments with respect to our long-term equity incentive award programs in accordance with ASC Topic 718, Compensation-Stock Compensation ("ASC Topic 718"), which governs the appropriate accounting treatment of equity-based payments under GAAP.
Other Practices, Policies and Guidelines
We provide a comprehensive offering of benefit plans to our employees, including access to insurance for major medical, dental, vision, life, accidental death and dismemberment, short-term disability and long-term disability, as well as healthcare and flexible spending accounts, wellness programs and various other voluntary benefit programs. These benefit programs are generally available to all our eligible full and part time employees. We offer one plan, our Deferred Compensation Plan, as a "top hat" benefit plan solely for our senior executives.
401(k) Plan. We maintain a defined contribution plan that is tax-qualifiedunder Section 401(k) of the Code. Our 401(k) Plan is offered on a nondiscriminatory basis to all full-time and part-time regular and temporary employees age 21 or older, except those executive officers eligible for the Deferred Compensation Plan, with no minimum hour requirement for participation. Subject to certain limitations imposed by the Code, the 401(k) Plan permits eligible employees to defer receipt of portions of their eligible compensation by making deferral contributions, including after-taxRoth and catch-upcontributions.
39
Table of Contents
Participating employees may contribute up to 100% of their eligible compensation, but not more than the statutory limits. Participants are eligible to receive the value of their vested account balance upon termination of employment. Participants are always 100% vested in their voluntary contributions. Vesting of matching contributions, if any, is subject to our vesting schedule at 20% per year for each full year of service during which an employee works 1,000 hours, or upon the attainment of normal retirement age of the participant.
Employer matching contributions to the 401(k) Plan are made in an amount equal to 50% of each participant's pre-taxcontribution (up to a maximum of 5% of the participant's annual eligible compensation), subject to certain other limits. The Compensation Committee believes that matching contributions assist us in attracting and retaining talented employees and executives. The 401(k) Plan provides an opportunity for participants to save money for retirement on a tax-deferredbasis and to achieve financial security, thereby promoting retention.
Deferred Compensation Plan. We maintain a Deferred Compensation Plan (the "DC Plan") for certain of our executives. The DC Plan is a nonqualified retirement plan that covers select employees, including our named executive officers once eligibility requirements are met. The plan provides eligible employees the opportunity to defer compensation and is offered as an alternative to the Company's 401(k) plan. Participants in the DC Plan are not eligible to contribute to the 401(k) Plan.
Under the DC Plan, participants may contribute up to 50% of their base salaries and up to 50% of their annual bonus on a pre-taxbasis. The DC Plan permits us to make matching contributions and discretionary contributions, as determined by the Compensation Committee. In 2024, we provided matching contributions using the same formula as provided under the 401(k) Plan, in an amount equal to 50% of each participant's pre-taxcontribution (up to a maximum of 5% of the participant's annual eligible compensation), subject to the annual compensation limit for qualified plans.
Participants become 20% vested in our matching contributions each year. Participants also generally become fully vested upon termination of employment due to their death, disability, or attainment of age 55 with five years of service, and upon a change in control of the Company. Additionally, in order to comply with Section 409A of the Internal Revenue Code, the DC Plan limits the timing of distributions and deferral elections. A participant is always 100% vested in his or her own contributions.
Contributions under the DC Plan are credited to a bookkeeping account for the participant. Each account is adjusted for earnings and losses based on the performance of investment options, principally mutual funds, the participant selects. Subject to the requirements of Section 409A of the Internal Revenue Code, distributions under the DC Plan are generally made in a lump sum or up to ten annual installments, as the participant elects, following termination of employment. All pre-taxcontributions are unfunded and payable from our general assets, although we have set aside funds in a trust to help us pay those benefits. The assets in this trust are subject to the claims of our general creditors.
Employee Stock Purchase Plan. We maintain an Employee Stock Purchase Plan, which we refer to as our ESPP. The ESPP is designed to allow our eligible employees to purchase shares of our common stock with their accumulated payroll deductions at certain stated times during stated offering periods. The ESPP is intended to qualify under Section 423 of the Code. The material terms of the ESPP are summarized below.
40
Table of Contents
ESPP Share Reserve. The initial share reserve for grants under the ESPP was equal to 3% of the Company's outstanding common shares as of the ESPP's effective date (subject to customary anti-dilution adjustments). In addition, the ESPP includes an "evergreen" share replenishment feature whereby the total number of shares available for issuance under the ESPP will be increased on the first day of each fiscal year by the least of (i) that number equal to 1% of the issued and outstanding shares of the Company as of the ESPP's effective date, (ii) 1% of the Company's outstanding common shares as of the last day of the prior fiscal year, or (iii) such lesser amount determined by Board.
ESPP Eligibility. All
ESPP Participation. Employees enroll under the ESPP by completing an electronic payroll deduction permitting the deduction from their compensation of at least 1% of their compensation but not more than 15% (or such greater percentage as the Compensation Committee may establish from time to time before an offering date) of their compensation. However, a participant may not purchase more than 1500 shares per offering period as set forth in the ESPP and up to a fair market value of
ESPP Offering. Under the ESPP, participants are offered the option to purchase shares of our common stock at a discount during a series of successive offering periods, the duration and timing of which will be determined by the Compensation Committee. In fiscal year 2024, each offering shall be a consecutive six (6) month period unless otherwise determined by the Compensation Committee. However, in no event may an offering period be longer than 27 months in length.
ESPP Price. The option purchase price will be equal to 85% of the lesser of (i) the fair market value of a share of common stock of the Company on the first trading date of the applicable offering period and (ii) the fair market value of a Company share on the applicable purchase date.
ESPP Adjustments Upon Changes In Recapitalization, Dissolution, Liquidation, Merger or Asset Sale. In the event of reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, offerings of rights, or any other change in the structure of the common shares of the Company, the Compensation Committee shall make such adjustment, if any, as it may deem appropriate in the number, kind, and the price of shares available for purchase under the ESPP, subject to certain excepts set forth in the ESPP.
ESPP Amendment and Termination. Our Board or the Compensation Committee may make certain amendments to the ESPP or suspend or terminate the ESPP at any time, subject to certain exceptions for which stockholder approval is required.
Stockholder Vote on Executive Compensation
Say-On-Pay
At the annual meeting of stockholders of the Company held on
41
Table of Contents
REPORT OF THE COMPENSATION COMMITTEE
This Report of the Compensation Committee does not constitute soliciting material, shall not be deemed filed under the Exchange Act and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we incorporate this Report of the Compensation Committee by specific reference.
The Compensation Committee of the Board of Directors of
This report has been approved by the members of the Compensation Committee:
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of
| • |
no member of the Compensation Committee was during the year, or formerly, an officer or employee of the Company or any of its subsidiaries; |
| • |
no member of the Compensation Committee entered into any transaction with our Company in which the amount involved exceeded |
| • |
none of our executive officers served on the compensation committee of any entity where one of that entity's executive officers served on the Compensation Committee; |
| • |
none of our executive officers was a director of another entity where one of that entity's executive officers served on the Compensation Committee; and |
| • |
none of our executive officers served on the compensation committee of another entity where one of that entity's executive officers served as a director on our Board. |
42
Table of Contents
Summary Compensation
The following table sets forth information concerning total compensation for our Named Executive Officers for fiscal years 2024 and 2023.
| Year | Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) (2) |
All Other Compensation ($) (3) |
Total ($) | |||||||||||||||||||||||||||||
|
|
2024 | 750,000 | - | 2,497,500 | - | 1,285,500 | 10,047 | 4,543,047 | ||||||||||||||||||||||||||||
|
Chief Executive Officer (PEO) |
2023 | 550,000 | - | 1,811,157 | - | 550,000 | 1,422 | 2,912,579 | ||||||||||||||||||||||||||||
|
|
2024 | 425,000 | - | 722,500 | - | 546,338 | 9,649 | 1,703,487 | ||||||||||||||||||||||||||||
|
Chief Financial Officer (PFO) |
2023 | 312,500 | 150,000 | 868,125 | - | 156,500 | 8,634 | 1,495,759 | ||||||||||||||||||||||||||||
|
|
2024 | 337,500 | - | 1,485,217 | - | 578,475 | 409 | 2,401,601 | ||||||||||||||||||||||||||||
|
General Counsel and Chief Legal Officer |
2023 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| (1) |
Represents (i) aggregate grant date fair values of RSU and PSU awards granted during fiscal year 2024 pursuant to our 2021 Plan; (ii) aggregate grant date fair values of RSU and PSU awards granted during fiscal year 2023 pursuant to our 2021 Plan; and (iii) senior management retention plan award of |
| (2) |
Represents cash value of non-equityincentive awards earned under our annual incentive plan. For fiscal year 2024, the payments are expected to be made on |
| (3) |
Represents (i) costs attributable to life insurance premiums paid by the Company on behalf of the Named Executive Officers and for which Company is not the beneficiary of the related insurance policies; and/or (ii) employer matching contributions to a non-qualifieddeferred compensation plan, as applicable. |
| (4) |
All reported compensation for fiscal year 2024 is based on amounts earned since commencement of employment on |
43
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding awards granted held by the Named Executive Officers as of
| Option Awards | Stock Awards | |||||||||||||||||||||
| Number of Securities Underlying Unexercised Options (#) |
Number of Securities Underlying Unexercised Options (#) |
|||||||||||||||||||||
| Grant Date |
Exercisable (1) |
Unexercisable (1) |
Option Exercise Price ($) |
Option Expiration Date (2) |
Grant Date |
Number of Shares or Units That Have Not Yet Vested (#) (3) |
Market Value of Shares or Units That Have Not Yet Vested ($) (4) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
|||||||||||||
|
|
1,206,778 | 1,206,778 | 4.88 | 180,000 | 838,800 | |||||||||||||||||
| 709,870 | - | 9.76 | 204,996 | 955,281 | - | - | ||||||||||||||||
| 701,823 | 3,270,495 | 140,365 | 654,101 | |||||||||||||||||||
| 690,872 | 3,219,464 | 345,435 | 1,609,727 | |||||||||||||||||||
|
|
21,297 | 21,297 | 4.88 | 115,000 | 535,900 | |||||||||||||||||
| 24,600 | 36,900 | 15.00 | 22,820 | 106,341 | - | - | ||||||||||||||||
| 78,125 | 364,063 | 15,625 | 72,813 | |||||||||||||||||||
| 199,862 | 931,357 | 99,931 | 465,678 | |||||||||||||||||||
|
|
217,842 | 1,015,144 | 108,921 | 507,572 | ||||||||||||||||||
| (1) |
Stock options with time-based vesting occurs ratably over five years. |
| (2) |
The contractual term of all stock option awards under the 2021 Plan is ten years. |
| (3) |
Represents (i) RSU awards granted during fiscal year 2022, 2023 and 2024, pursuant to our 2021 Plan, net of forfeitures; and (ii) RSUs granted on |
| (4) |
Market value is based upon Aveanna's closing stock price on the last day of trading for fiscal year 2024. |
Option Exercises and Stock Vested
There were no exercises of stock options by the named executive officers in fiscal year 2024, nor did any restricted stock units held by the named executive officers in 2024 become vested.
44
Table of Contents
|
Year
|
Summary
Compensation
Table Total for PEO ($) (1) (a) |
Compensation
Actually Paid to PEO ($) (2) (b) |
Average Summary
Compensation Table Total for Non-PEO
NEOs ($) (3) |
Average
Compensation Actually Paid to Non-PEO
NEOs ($) (2) |
Value of Initial Fixed
Investment Based On: Value of Initial Fixed Investment Based on Total Shareholder Retu($) (4) (e)
|
Net Loss ($) (5)
(f) |
||||||||||||||||||||||||
|
2024
|
4,543,047 | 10,560,584 | 2,052,544 | 2,940,888 | 62.97 | (10,929 | ) | |||||||||||||||||||||||
|
2023
|
2,912,579 | 5,688,936 | 1,867,763 | 3,961,605 | 36.22 | (134,524 | ) | |||||||||||||||||||||||
|
2022
|
5,312,967 | (2,617,361 | ) | 2,397,134 | (3,033,177 | ) | 10.54 | (662,034 | ) | |||||||||||||||||||||
| (1) |
|
| (2) |
SEC Rules require certain adjustments be made to the totals set forth in the Summary Compensation Table of this proxy statement and in the definitive proxy statement on Schedule 14A filed with the
|
|
Year
|
Executive(s)
|
Summary
Compensation Table Total ($) |
Subtract
Stock Awards ($) |
Add
Year-end
Equity |
Change in
Value of Prior Equity Awards ($) |
Fair Value at
Vesting Date of Awards Granted and Vested in Same Year ($) |
Change in Fair
Value of Awards Granted in PY that Vested in CY |
Subtract
Value of Equity Awards that Failed to Meet Vesting Conditions ($) |
Compensation
Actually Paid ($) |
|||||||||||||||||||||||||||||||||
|
2024
|
PEO | 4,543,047 | (2,497,500 | ) | 4,829,191 | 3,685,846 | - | - | - | 10,560,584 | ||||||||||||||||||||||||||||||||
|
Non-PEO
NEOs |
2,052,544 | (728,859 | ) | 1,459,875 | 156,612 | - | 716 | - | 2,940,888 | |||||||||||||||||||||||||||||||||
|
2023
|
PEO | 2,912,579 | (1,337,057 | ) | 2,843,898 | 1,322,814 | - | - | (53,298 | ) | 5,688,936 | |||||||||||||||||||||||||||||||
|
Non-PEO
NEOs |
1,867,763 | (472,500 | ) | 1,924,449 | 657,900 | - | 5,668 | (21,675 | ) | 3,961,605 | ||||||||||||||||||||||||||||||||
|
2022
|
PEO | 5,312,967 | (2,834,112 | ) | 123,514 | (4,235,791 | ) | 104,718 | (1,088,657 | ) | - | (2,617,361 | ) | |||||||||||||||||||||||||||||
|
Non-PEO
NEOs |
2,397,134 | (1,470,004 | ) | 65,338 | (3,431,849 | ) | 26,180 | (619,976 | ) | - | (3,033,177 | ) | ||||||||||||||||||||||||||||||
| (3) |
Average total compensation of the
Non-PEO
NEOs as reported in the Summary Compensation Table of this proxy statement and in the definitive proxy statement on Schedule 14A filed with the non-PEO
NEOs for fiscal year 2022 were Mr. non-PEO
NEOs for fiscal year 2023 were non-PEO
NEOs for fiscal year 2024 were |
| (4) |
Total shareholder retuin the covered fiscal year based on a fixed investment of
|
| (5) |
Net loss as reported in our Annual Reports on Form
10-K.
|
Compensation Actually Paid to
NEOs in the covered fiscal years was negative in fiscal year 2022 and positive in fiscal years 2023 and 2024, whereas Total Shareholder Retuwas negative in all periods when compared to an initial investment date of
NEOs in the covered fiscal years was negative in fiscal year 2022 and positive in fiscal year 2023 and 2024. The Company reported a net loss in all the comparable periods.
we have not granted new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the release of a Quarterly Report on Form
Annual Report on Form
or Current Report on Form
that discloses material nonpublic information. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board of Directors will evaluate the appropriate steps to take in relation to the foregoing.
Table of Contents
NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT PROVISIONS: POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
We have entered into Employment Agreements with each of our Named Executive Officers. The Employment Agreements either have an initial three-year term of employment and automatically renew for additional one-yearperiods unless otherwise terminated by either of the parties to the Employment Agreement or continue until terminated by either party pursuant to the terms set forth in the Employment Agreement. The Employment Agreements provide that each executive is entitled to a minimum annual base salary (subject to annual review and increases for merit performance) and is entitled to participate in all incentive, savings, retirement and welfare benefit plans generally made available to our senior executive officers. Each of these executives has an opportunity to eaan annual non-equityincentive award based upon achievement of performance goals to be established by the Board of Directors. In addition, each of the executives is entitled to fringe benefits generally made available to our senior executive officers, and will be eligible, in the sole discretion of the Board of Directors, for equity grants under the 2021 Plan.
The Employment Agreements may be terminated by us at any time with or without "Cause" (as defined therein), or by the executive with or without "Good Reason" (as defined therein). The Employment Agreements also terminate automatically upon the voluntary termination, death or disability of the executive. Depending on the reason for the termination and when it occurs, the executive will be entitled to certain severance benefits, as described below.
Executive's Death, Disability, Voluntary Termination or Termination for Cause
If an executive is terminated for Cause, voluntarily resigns without Good Reason or is terminated due to death or Disability, the executive receives only the salary and vested benefits that have accrued through the date of termination. No other severance benefits are payable. Specifically, the executive will be entitled to the following or a subset of the following: (i) any base salary that has accrued but is unpaid, (ii) any annual bonus that has been earned for the calendar year preceding the calendar year in which termination occurs but is unpaid, (iii) a pro-rataportion of the executive's annual bonus for the calendar year in which the termination occurs based on actual results for such year, payable at the same time annual bonuses for such year are paid to other senior executives of the Company, (iv) any reimbursable expenses that have been incurred but are unreimbursed, (v) pay for any vacation days that have accrued under the Company's vacation policy but are unused, as of the end of the employment period, and (vi) any plan benefits that by their terms extend beyond termination of executive's employment (but only to the extent provided in any such benefit plan in which executive has participated as a Company employee).
Termination without Cause; Resignation for Good Reason
Under the Employment Agreements, if the executive is terminated without Cause or resigns for Good Reason, in addition to those sums the executive receives in the event of termination for death, Disability, Voluntary Termination, or Termination for Cause, the executive will also receive the following, or a subset of the following, benefits:
| (a) |
payment of severance benefits equal to one (1) times the executive's base salary for the year in which the termination occurs; |
| (b) |
an amount equal to the annual bonus which executive received for the year prior to the year in which the termination occurred; |
| (c) |
the continuation of health and welfare benefits on a subsidized basis until the earlier of 1) the date the executive is eligible under another employer's plan or 2) one year, or up to two years, from termination the date; and |
| (d) |
any equity awards that became vested and payable on or before the termination date but which have not yet been paid, and which will be paid pursuant to the terms of the stock incentive plan which such awards were granted. |
47
Table of Contents
Restrictive Covenants
Each of the Employment Agreements contains confidentiality, non-disparagement,non-competeand non-solicitationcovenants (and in some cases, a cooperation covenant) that apply during the executive's employment with the Company and for a one-yearperiod after the executive's termination of employment (or for certain executives, a two-yearperiod if the Company elects to extend the Restricted Period (as defined in the Employment Agreements) following the executive's termination). If the Company elects to extend the restrictive covenants of the Employment Agreement through twenty-four (24) months following the executive's termination, the executive shall receive (a) severance benefits equal to two (2) times the executive's base salary at termination and (b) annual bonuses equal to two (2) times the annual bonuses which executive received for the year prior to the year in which the termination occurred.
Treatment of Equity Awards Upon the Executive's Termination, Death or Disability, or a Change of Control
Under the 2017 Plan, vested options generally remain exercisable for ninety days following the Named Executive Officer's termination for any reason, except (i) all options are forfeited upon a termination for Cause or breach of a restrictive covenant, and (ii) vested options remain exercisable for a period of twelve months following termination in the event of the Named Executive Officer's death or Disability (as defined in the 2017 Plan). Upon the death or Disability of a Named Executive Officer, pursuant to the 2017 Plan, the Named Executive Officer is entitled to the immediate vesting of an additional forty percent (40%) of their Time-Vesting Options (as defined in the 2017 Plan), provided that no more than one hundred (100%) of the Time-Vesting Options will vest as a result of this additional vesting. Any unvested options lapse on termination of employment.
There is no automatic acceleration of vesting of awards under the 2021 Plan upon a Named Executive Officer's termination, death, disability, or a change in control of the Company.
The agreements provide for the acceleration of equity awards upon certain circumstances in the event of a change of control of the Company.
48
Table of Contents
DIRECTOR COMPENSATION
Consistent with the Company's independent and non-employeedirector compensation policy, our independent and non-employeedirectors receive an annual cash retainer of
The following table shows the value of all cash and equity-based compensation paid to the independent or non-employeemembers of our Board of Directors during the fiscal year ended
|
|
Fees Earned or |
Stock Awards ($) (1) |
All Other Compensation ($) |
Total ($) |
||||||||
|
|
$ 95,000 | $ | 130,000 | $ - | $ | 225,000 | ||||||
|
|
$ - | $ | - | $ - | $ | - | ||||||
|
|
$ 20,625 | $ | 32,502 | $ - | $ | 53,127 | ||||||
|
|
$ - | $ | - | $ - | $ | - | ||||||
|
|
$ 94,500 | $ | 130,000 | $ - | $ | 224,500 | ||||||
|
|
$ 90,000 | $ | 130,000 | $ - | $ | 220,000 | ||||||
|
|
$ 76,000 | $ | 130,000 | $ - | $ | 206,000 | ||||||
|
|
$ - | $ | - | $ - | $ | - | ||||||
|
|
$ 102,000 | $ | 150,000 | $ - | $ | 252,000 | ||||||
|
|
$ - | $ | 130,000 | $ - | $ | 130,000 | ||||||
| (1) |
Amounts in this column reflect the aggregate grant date fair value of restricted stock units, calculated in accordance with FASB ASC Topic 718, utilizing the assumptions discussed in the footnotes to our audited consolidated financial statements. All restricted stock units granted to independent and non-employeedirectors in 2024 will vest upon the one-yearanniversary of the date of grant. |
| (2) |
Directors affiliated with our Sponsors did not receive any compensation from Aveanna for fiscal year 2024. |
| (3) |
|
| (4) |
|
49
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Set forth below is a description of certain relationships and related person transactions between us or our subsidiaries and our directors, executive officers or holders of more than 5% of our outstanding capital stock. The summaries of certain provisions of our related party agreements are qualified in their entirety by reference to all of the provisions of such agreements.
Stockholders Agreement
On
Pursuant to the A&R Stockholders Agreement, each of the Sponsor Affiliates has the right to designate: (i) four of the Company's directors if such Sponsor Affiliate retains at least 50% of its percentage ownership in the Company as of the effective date of the A&R Stockholders Agreement ("Original Ownership Percentage"), (ii) three directors if it retains at least 25% but less than 50% of its Original Ownership Percentage (iii) two directors if it retains at least 10% but less than 25% of its Original Ownership Percentage and (iv) one director if it owns at least 3% of the issued and outstanding common stock on a fully diluted basis but less than 10% of its Original Ownership Percentage, in each case as of the date of determination.
In addition, under the A&R Stockholders Agreement, there are certain restrictions on the ability of the parties to the A&R Stockholders Agreement to sell shares of common stock of the Company. An Investor who is not a Sponsor Affiliate is only able to sell an amount of shares that would result in such Investor retaining a percentage of the shares of common stock it owned at the time of the closing of the initial public offering that is no greater than the percentage of shares that the Sponsor Affiliates have retained compared to the number of shares they owned at the time of such closing.
Registration Rights Agreement
Concurrently with the Original Stockholders Agreement, we entered into a registration rights agreement (the "Original Registration Rights Agreement") with certain of the Investors. In connection with the consummation of the initial public offering, we amended and restated the Original Registration Rights Agreement (as so amended and restated, the "A&R Registration Rights Agreement"). Pursuant to the A&R Registration Rights Agreement, certain Sponsor Affiliates who hold more than 2% of registrable securities have the right to require us to file a registration statement with the
50
Table of Contents
Revenue Cycle Software Agreements
Certain of our subsidiaries are party to software agreements with
Director and Officer Indemnification and Insurance
Our Amended Bylaws provide indemnification for our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain limited exceptions. We have entered into separate indemnification agreements with each of our directors and executive officers. We have also purchased directors' and officers' liability insurance for each of our directors and executive officers.
51
Table of Contents
OTHER MATTERS
General
All interested parties, including stockholders, may communicate with the Company or our Board by letter addressed to
Submission of Shareholder Proposals and Director Nominations for 2026 Annual Meeting
Pursuant to Rule 14a-8under the Exchange Act, our stockholders may present proper proposals for inclusion in our proxy statement and form of proxy and for consideration at the next annual meeting by submitting their proposals to us in a timely manner. Any stockholder of the Company who wishes to present a proposal for inclusion in the proxy statement and form of proxy for action at the 2026 annual meeting of stockholders (the "2026 Annual Meeting") must comply with our Amended Bylaws and the rules and regulations of the
If a stockholder notifies us of an intent to present a proposal at the 2026 Annual Meeting at any time after
52
Table of Contents
Householding
We have adopted a procedure approved by the
If you wish to opt out of householding and continue to receive multiple copies of the Notice or proxy materials and Annual Report at the same address or if you are receiving multiple copies of the Notice or proxy materials at the same address and wish to receive a single copy, you may do so at any time prior to thirty days before the mailing of the Notice or proxy materials, which typically are mailed in April of each year, by notifying us in writing at
Interest of Certain Persons in Matters to be Acted Upon
Other than for any interest arising from (i) the ownership of our common stock or (ii) any nominee's election to office, we are not aware of any substantial interest of any director, executive officer, nominee for election as a director or associate of any of the foregoing in any matter to be acted upon at the Meeting.
Other Matters to be Presented for Action at the Meeting
Management is not aware of any other matters to be presented for action at the Meeting. However, if any other matter is properly presented at the Meeting or any adjournment thereof, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment on such matter.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman
53
Table of Contents
CORPORATE INFORMATION Board of Directors
Table of Contents
Aveanna is one of the nation's preeminent providers of homecare. We are proud of our unique ability to deliver clinical excellence, value to our payors, and innovation to all those who depend on our services for healing, recovery, and ongoing treatment and care. PRIVATE DUTY HOME HEALTH MEDICAL SERVICES AND HOSPICE SOLUTIONS AVEANNA MISSION STATEMENT Our mission is to revolutionize the way homecare is delivered, one patient at a time.
Table of Contents
|
P.O. BOX 8016, |
|
|
Internet: |
|||||
| www.proxypush.com/AVAH | ||||||
| • | Cast your vote online | |||||
| • | Have your Proxy Card ready | |||||
| • | Follow the simple instructions to record your vote | |||||
|
For Stockholders of record as of Parkway SE, |
Phone: |
|||||
| 1-866-460-4193 | ||||||
| • | Use any touch-tone telephone | |||||
| • | Have your Proxy Card ready | |||||
| • | Follow the simple recorded instructions | |||||
|
Mail: |
||||||
| • | Mark, sign and date your Proxy Card | |||||
| YOUR VOTE IS IMPORTANT! | • | Fold and retuyour Proxy Card in the postage-paid envelope provided | ||||
| PLEASE VOTE BY: |
||||||
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION.This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and retuthis card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved
Table of Contents
| Please make your marks like this: |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FORON PROPOSALS 1, 2 AND 3
|
PROPOSAL |
YOUR VOTE |
BOARD OF |
||||||||
| 1. | To elect the three Class I director nominees identified in the accompanying Proxy Statement to the Board of Directors of the Company, each to serve a three-year term expiring at the 2028 Annual Meeting of the Company's stockholders. | FOR | WITHHOLD | |||||||
| 1.01 |
☐ | ☐ | FOR | |||||||
| 1.02 |
☐ | ☐ | FOR | |||||||
| 1.03 |
☐ | ☐ | FOR | |||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 2. | To ratify the appointment of |
☐ | ☐ | ☐ | FOR | |||||
| 3. | To approve, on an advisory, non-binding basis, the compensation paid to the Company's Named Executive Officers identified in the accompanying Proxy Statement. | ☐ | ☐ | ☐ | FOR | |||||
| 4. | To consider any other business that is properly presented at the Meeting and any adjournment or postponement thereof. | |||||||||
| NOTE: In the proxies' discretion, the proxies are authorized to vote on any other matters, which may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. | ||||||||||
| ☐ |
Check here if you would like to attend the meeting in person. |
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. The undersigned hereby acknowledges receipt of (i) the Company's 2024 Annual Report to Stockholders, (ii) the Proxy Statement and (iii) the Notice of Annual Meeting dated
| Signature (and Title if applicable) | Date | Signature (if held jointly) | Date | |||||
Attachments
Disclaimer
New proposal would require a transparency report from Florida insurers requesting rate increases
Mangrove Property Insurance appoints 5 managers to top executive positions
Advisor News
- Athene Enhances Flagship Annuity Products, Expands Innovative Preset Allocation Feature
- Advisor gives students a lesson in financial reality
- NC Senate budget would set future tax cuts, cut state positions, raise teacher pay
- Americans believe they will need $1.26M to retire comfortably
- Digitize your estate plan for peace of mind
More Advisor NewsAnnuity News
- Athene Enhances Flagship Annuity Products, Expands Innovative Preset Allocation Feature
- GBU Life introduces Defined Benefit Annuity
- EXL named a Leader and a Star Performer in Everest Group's 2025 Life and Annuities Insurance BPS and TPA PEAK Matrix® Assessment
- Michal Wilson "Mike" Perrine
- Emerging digital annuity sales process cutting cycle times by 94%, IRI says
More Annuity NewsHealth/Employee Benefits News
- Don’t let Texas move Fort Worth-area kids off health plans their families prefer | Opinion
- CT health system’s contract with insurer has expired. What patients need to know about their coverage.
- Keeping insurers in check while assisting North Carolina’s consumers
- Ramstad: UnitedHealth seen as ‘tariff safe haven’ by investors
- Emmitsburg renews with Frederick County Sheriff's Office for police coverage
More Health/Employee Benefits NewsLife Insurance News
- Athene Enhances Flagship Annuity Products, Expands Innovative Preset Allocation Feature
- Empathy Collaboration with Voya Financial Brings Industry-First Legacy Planning to Millions
- Federated celebrates record year despite industry challenges at 121st annual meeting
- Proxy Statement (Form DEF 14A)
- LIMRA: Record workplace life insurance sales up for 4th consecutive year
More Life Insurance News