Brent Layton
About Brent Layton
Independent Class III director at Aveanna Healthcare Holdings Inc. since November 2024; age 57; B.A. from the University of Georgia; former President & COO of Centene and CEO of Sharecare (Jan 2024–Jan 2025), now on Sharecare’s board . His term runs to the 2027 annual meeting; the Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sharecare | Chief Executive Officer | Jan 2024–Jan 2025 | Led digital health software and tech-enabled services; transitioned to board role thereafter |
| Centene Corporation | President & Chief Operating Officer; prior roles incl. Chief Business Development Officer; EVP Markets/Products/International | Sep 2021–Dec 2023 (with prior tenure from 2006) | Oversaw 31 state Medicaid plans, Ambetter exchanges, WellCare MA; deep payor and policy engagement |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Sharecare | Director | Public | Continues as a board member after CEO tenure |
| Homeward | Chairman of the Board | Private | Chairman role disclosed in appointment 8‑K |
| City of Refuge (Atlanta) | Director | Non‑profit | Community service board role |
Board Governance
- Committee assignments: Audit Committee member; committee fully independent under Nasdaq and Rule 10A‑3; chair is Victor F. Ganzi, who qualifies as an “audit committee financial expert” .
- Independence: Board determined Layton is independent (Nasdaq) .
- Classification/tenure: Class III; term expires at the 2027 annual meeting .
- Attendance: In FY2024, the Board met four times; Audit 4x; each director attended at least 75% of Board/committee meetings; Nominating acted by unanimous written consent to recommend Layton as Class III Director .
- Executive sessions: Independent directors meet in executive session regularly in connection with each Board meeting .
- Governance context: Aveanna is a “controlled company”; it uses the Nasdaq exemption for the Nominating & Corporate Governance Committee (not all independent), but the Compensation Committee is fully independent .
Fixed Compensation
| Component | FY2024 Actual | FY2025 Program Design (Annual) | Vesting/Terms |
|---|---|---|---|
| Board retainer (cash) | $20,625 | $70,000 | Cash retainer; paid quarterly (standard) |
| Audit Committee member fee (cash) | Included in cash above (pro‑rated) | $12,500 | Cash retainer |
| Equity grant (RSUs) | $32,502 fair value | ~$130,000 for non‑employee directors | RSUs vest fully 1 year from grant |
| Total (cash + equity) | $53,127 | n/a | See above |
Notes
- Directors affiliated with Sponsors (e.g., Bain, J.H. Whitney) receive no Aveanna director compensation; Layton is compensated as an independent director .
- Chairman receives $90,000 retainer and ~$150,000 RSUs annually; committee chair fees: Audit $25,000; Compensation $15,000; Nominating & Corporate Governance $12,000; Clinical Quality $12,000 .
Performance Compensation
- Directors receive time-based RSUs (no performance metrics); RSUs vest one year from grant; no options/PSUs disclosed for directors .
- Stock ownership guidelines: Non‑employee directors must hold 4x annual retainer; compliance expected within five years; unvested RSUs count toward compliance; options/PSUs do not count .
| Equity Award | Grant Date | Shares (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (Director annual grant; pro‑rated FY2024) | Not specified | Not disclosed | $32,502 | 1‑year cliff |
Other Directorships & Interlocks
| Company | Overlap/Interlock with Aveanna | Potential Conflict Consideration |
|---|---|---|
| Sharecare (Director) | None disclosed | Company states no related‑party transactions involving Layton; independent under SEC/Nasdaq |
| Homeward (Chairman) | None disclosed | No related‑party transactions disclosed |
| City of Refuge (Director) | None | Non‑profit role (no commercial conflict) |
Expertise & Qualifications
- Managed care/payor expertise: Led operations across Medicaid, exchange (Ambetter), and Medicare Advantage at Centene; strong government and MCO engagement experience .
- Digital health/software leadership: CEO and board member at Sharecare; tech‑enabled services background .
- Financial oversight: Service on Aveanna Audit Committee; committee fully independent; chair is audit financial expert .
- Education: Bachelor’s degree, University of Georgia .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Brent Layton | 0 (reported as “-”) | <1% (“*”) | Beneficial ownership as of March 11, 2025 (195,093,866 shares outstanding) |
Additional alignment policies
- Stock ownership guideline: 4x annual retainer; unvested RSUs count; 5‑year compliance window .
- Hedging/pledging: Prohibited for directors; no margin or pledged shares allowed .
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Not disclosed | Form 4 | Not disclosed | Proxy notes one Form 4 was inadvertently filed late in FY2024 for Layton, reporting a single transaction . |
Governance Assessment
- Positives: Independent director with deep payor/policy and digital health expertise; Audit Committee composition and independence bolster financial oversight; strong director ownership guidelines and anti‑hedging/pledging policy .
- Alignment watchpoints: Beneficial ownership reported at zero as of March 11, 2025 (guidelines allow time and count unvested RSUs); monitor progress toward 4x retainer ownership over the five‑year window .
- Conflicts/related‑party exposure: Company expressly states no related‑party transactions involving Layton and affirms independence; however, given prior Centene/payor background, continue monitoring Aveanna’s managed‑care negotiations for any perceived conflicts (none disclosed) .
- RED FLAGS: One late Form 4 filing in 2024 (single transaction) ; Aveanna’s “controlled company” status and use of the Nasdaq exemption for the Nominating & Corporate Governance Committee (not entirely independent) warrant ongoing attention to board process and minority shareholder protections .
- Engagement: Attendance thresholds met; independent directors hold regular executive sessions, supporting board effectiveness .