Independent
Tenure on this board
8.6 yrs
Also a director at
Aveanna Healthcare Holdings Inc (AVAH)
3 nominees · 3 ballot items.
Elect three Class II directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm.
Elect the three Class II director nominees (Devin O’Reilly, Brent Turner and Laura L. Forese, M.D.) to the Board for three-year terms.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory (“say-on-pay”) proposal asking stockholders to approve the Company’s executive compensation disclosures and the compensation paid to named executive officers as detailed in the proxy. Management is seeking this advisory approval to confirm stockholder support for its pay design, which emphasizes a mix of base salary, short-term cash incentives tied to Adjusted EBITDA, Net Revenue and cash flow, and long-term equity awards (time-based restricted stock and multi-year performance stock units) that vest subject to financial performance and TSR modifiers. The Compensation Committee frames the program as pay-for-performance, with a substantial portion of NEO pay at risk and multi-year vesting to promote retention and alignment with long-term stockholder value. The filing notes that the Committee uses an independent consultant, a peer group benchmarking process, and specific performance metrics (including Adjusted EBITDA targets for PSUs) when setting awards, and that the Committee retains discretion to adjust awards and emphasize clinical quality. The vote is advisory; however, the Board and Compensation Committee state they will review and consider the voting results when evaluating the effectiveness of compensation policies and making future pay decisions, making the outcome an important governance signal. Company-specific context includes weaker-than-expected 2025 results (Adjusted EBITDA and cash flow below threshold, net loss for 2025) which led to no cash incentive payouts for 2025, and a prior-year say-on-pay approval of approximately 83% in 2025, indicating generally strong investor support to date. For investors, the key considerations are whether the performance metrics and multi-year PSU structure meaningfully align pay with sustainable value creation, how discretion (e.g., adjustments, emphasis on clinical quality) is exercised, and the responsiveness of management to stockholder feedback as reflected in future compensation program changes.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAIN CAPITAL INVESTORS LLC | 38.19% | 49,946,972 | $595M |
| 2 | JANUS HENDERSON GROUP PLC | 9.93% | 12,980,921 | $155M |
| 3 | Pentwater Capital Management LPActivist | 9.68% | 12,655,000 | $151M |
| 4 | KING STREET CAPITAL MANAGEMENT, L.P. | 7.82% | 10,229,730 | $122M |
| 5 | UBS Group AG | 4.76% | 6,226,580 | $74M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.87% | 5,062,944 | $60M |
| 7 | Clearbridge Investments, LLC | 3.15% | 4,118,056 | $49M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.77% | 3,628,431 | $43M |
| 9 | UBS Group AG | 2.66% | 3,482,210 | $42M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.62% | 3,430,795 | $41M |
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