Devin O'Reilly
About Devin O’Reilly
Devin O’Reilly (age 50) is a Class I director of Aveanna Healthcare Holdings Inc. (AVAH), serving since 2017 and standing for re‑election to a term expiring at the 2028 Annual Meeting; he is a Partner at Bain Capital Private Equity and Head of the North American Healthcare team, with prior leadership in Bain’s London office and earlier experience at Bain & Company; he holds a BA from Princeton University and an MBA from The Wharton School . The Board has affirmatively determined he is an independent director under Nasdaq rules despite AVAH’s “controlled company” status due to Sponsor ownership; he is currently a director nominee for 2025 and continues service subject to shareholder vote .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Private Equity | Partner; Head of North American Healthcare | Partner since 2013; joined Bain Capital in 2005 | Leads healthcare investing; significant board governance across portfolio companies |
| Bain Capital (London office) | Led European PE healthcare team | 5 years in London prior to 2013 | European healthcare investment leadership; cross-border governance experience |
| Bain & Company | Consultant | Pre-2005 | Strategy consulting for PE and healthcare clients |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Surgery Partners, Inc. | Director | Public | Healthcare services; also included in AVAH’s compensation peer group |
| athenahealth | Director | Private | Health IT (private) |
| CitiusTech Healthcare Technology | Director | Private | Health IT (private) |
| LeanTaaS | Director | Private | Health analytics/AI (private) |
| PartsSource | Director | Private | Healthcare supply chain (private) |
| Zelis | Director | Private | Payments/claims-tech (private) |
Board Governance
- Independence: The Board determined O’Reilly is independent under Nasdaq rules, along with Victor Ganzi, Christopher Gordon, Brent Layton, Sheldon Retchin, Steven Rodgers, Erica Schwartz, and Robert Williams, despite the Sponsors (Bain Capital and J.H. Whitney) holding over 50% voting power (controlled company) .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance (controlled company exemption; committee includes non-independent directors); Member, Clinical Quality Committee .
- Committee composition highlights: Compensation Committee is fully independent (O’Reilly chair; Gordon, Rodgers, Williams), even though AVAH may rely on controlled company exemptions; Nominating & Corporate Governance includes Windley (Chair) and Shaner (both not independent) alongside O’Reilly and Williams .
- Meetings and attendance: In FY2024, Board met 4 times; Audit 4; Clinical Quality 4; Compensation 1; Nominating acted by unanimous written consent for a director recommendation; each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session regularly with each Board meeting .
- Lead structure: Chairman is Rodney D. Windley (separate from CEO); CEO is Jeff Shaner; independent directors convene executive sessions regularly; no specific Lead Independent Director disclosed .
- Compensation oversight practices: Compensation Committee uses an independent consultant (Aon Human Capital Solutions) and peer benchmarking without strict percentile targeting; 2024 annual incentive metrics were Revenue (30%) and Adjusted EBITDA (70%) with capped payouts at 200% of target and clawback-aligned practices via ownership/hedging restrictions .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent/non-employee directors) | $70,000 | Standard cash retainer |
| Committee Chair retainers | Audit $25,000; Compensation $15,000; Nominating & Corporate Governance $12,000; Clinical Quality $12,000 | Paid to committee chairs |
| Committee member retainers | Audit $12,500; Compensation $7,500; Nominating & Corporate Governance $6,000; Clinical Quality $6,000 | Paid to members |
| Chairman of the Board retainer | $90,000 | Additional cash retainer |
| Annual RSU grants (directors) | ~$130,000 (Chairman ~$150,000) | RSUs vest one year from grant date |
| Devin O’Reilly 2024 Director Compensation | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| As Sponsor-affiliated director | $0 | $0 | $0 |
- Note: Directors affiliated with Sponsors (including O’Reilly) did not receive director compensation from AVAH for FY2024 .
Performance Compensation (Comp Committee design for NEOs overseen by O’Reilly)
| Metric | Weight | Definition | FY2024 Outcome Indicator |
|---|---|---|---|
| Revenue | 30% | GAAP revenue | Company reported FY2024 revenue of $2,024 million (context for performance assessment) |
| Adjusted EBITDA | 70% | Adjusted EBITDA as defined in 10-K/MD&A | Company reported FY2024 adjusted EBITDA of $183.5 million (context for performance assessment) |
| FY2024 NEO Bonus Payouts | Target (% of Salary) | Actual (% of Target) | Actual ($) |
|---|---|---|---|
| Jeff Shaner (CEO) | 100% | 171% | $1,285,500 |
| Matthew Buckhalter (CFO) | 75% | 171% | $546,338 |
| Jerry Perchik (CLO) | 75% | 171% | $578,475 |
- LTI structure (2024): 50% PSUs (annual Adjusted EBITDA goals achievable in any 1 of 3 years; vest after 3 years), 50% RSUs (3-year cliff vest); representative NEO grants disclosed in the proxy CD&A .
Other Directorships & Interlocks
- O’Reilly serves on Surgery Partners, Inc. (SGRY) board; SGRY is included in AVAH’s compensation peer group used by the Compensation Committee in benchmarking, creating a potential interlock in pay benchmarking governance .
- Additional current boards: athenahealth, CitiusTech, LeanTaaS, PartsSource, Zelis (all private) .
Expertise & Qualifications
- Healthcare private equity leadership and multi-board governance experience across payer, provider, and health IT segments; deep exposure to compensation strategy, value creation levers, and operational KPIs in healthcare services and technology .
- Academic credentials in business; Wharton MBA; governance experience includes multiple committees and Compensation Chair role at AVAH .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Outstanding | Notes |
|---|---|---|---|
| Devin O’Reilly (direct) | - | <1% | No direct holdings reported; not deemed a direct beneficial owner in table |
| Bain Capital affiliated entities (BCPE Eagle Investor LP et al.) | 81,600,880 | 41.8% | O’Reilly is a Partner of Bain Capital Investors, LLC and may be deemed to share beneficial ownership of Bain-held shares; footnote clarifies treatment and addresses |
- Stock ownership guidelines: Non-employee directors must hold 4x annual retainer; eligible forms include direct/indirect shares, unvested time-based RSUs, retirement accounts, and share equivalents; hedging/pledging is prohibited for directors .
- Pledging/hedging: Company policy prohibits hedging, short sales, margin purchases, borrowing against accounts holding company stock, or pledging AVAH stock as collateral by directors .
Insider Trades (Section 16(a) Compliance)
| Director | Timely Filings (FY2024) | Late Filings Noted |
|---|---|---|
| Devin O’Reilly | Yes | None reported in the delinquent filings section for FY2024 |
- FY2024 note: One Form 4 was inadvertently filed late for each of Layton, Ganzi, Retchin, Rodgers, Windley, and Schwartz; O’Reilly was not listed among late filers .
Related Party Transactions and Potential Conflicts
- Controlled company: Sponsors (Bain Capital and J.H. Whitney) beneficially own >50% voting power; Sponsors can designate directors per Stockholders Agreement; AVAH utilizes the controlled company exemption for the Nominating & Corporate Governance Committee (includes non-independent members) .
- Waystar agreements: Subsidiaries pay Waystar ~ $0.4 million annually for revenue cycle software; Bain affiliates hold a minority position in Waystar (previously controlling); AVAH states terms are comparable to arm’s-length market .
- Registration/Stockholders Rights: A&R Registration Rights Agreement and A&R Stockholders Agreement provide demand/shelf/takedown rights and director designation rights for Sponsor Affiliates, reinforcing Sponsor influence on governance composition and potential liquidity pathways .
Compensation Peer Group (Benchmarking context)
- 2023 compensation study peer group includes: Acadia, Addus, Amedisys, AMN, ModivCare, NHC, Option Care, Pediatrix, Chemed, Cross Country, Enhabit, RadNet, Surgery Partners, Pennant; the Committee applies judgment rather than targeting specific percentiles; Aon served as the independent consultant .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: Stockholders voted overwhelmingly to approve AVAH’s NEO compensation; Board did not make material modifications following the vote .
Governance Assessment
- Strengths: Independent Compensation Committee under O’Reilly’s chair; use of external consultant; clear annual incentive metrics with capped payouts; robust hedging/pledging prohibitions; stock ownership guidelines; regular independent executive sessions; strong disclosure in CD&A and committee charters .
- Alignment considerations: O’Reilly received no AVAH director compensation as a Sponsor-affiliated director; non-employee director guidelines apply based on retainer—which may effectively be zero for Sponsor-affiliated directors—potentially reducing formal stock ownership requirements; however, Bain’s large ownership stake aligns Sponsor interests with equity value creation .
- Red flags/Conflicts to monitor: Controlled company status with Sponsor designation rights; Nominating & Corporate Governance Committee includes non-independent members via controlled company exemption; O’Reilly chairs Compensation while serving on a peer company board (Surgery Partners) included in AVAH’s compensation peer group—potential benchmarking interlock risk; related party software payments to Waystar (Bain-affiliated) require continued audit committee oversight .
- Attendance/engagement: At least 75% meeting attendance compliance; independent executive sessions held regularly; directors encouraged to attend annual meeting (two in person, one virtual in 2024) .
- Legal and compliance: No material legal proceedings involving directors/officers disclosed; Section 16(a) compliance indicates no late filings for O’Reilly in 2024 .
Overall implication: O’Reilly brings deep healthcare PE governance expertise and chairs an independent Compensation Committee with robust processes; investor confidence is supported by transparent metrics and independent oversight, but controlled company dynamics and peer-group interlocks warrant continued monitoring for potential conflicts and nomination independence, particularly as Bain retains significant influence over board composition .