Erica Schwartz

About Erica Schwartz

Erica G. Schwartz, M.D., J.D., M.P.H., age 53, has been an independent Class III director of Aveanna since 2021; her current term runs to the 2027 annual meeting. She is President of Insurance Solutions for UnitedHealthcare, and previously served as Deputy Surgeon General at HHS and as a Rear Admiral in the U.S. Coast Guard. She is board-certified in Preventive Medicine, holds degrees from Brown (B.S., M.D.), the Uniformed Services University (M.P.H.), and the University of Maryland (J.D.), and is licensed to practice medicine and law. The Board has affirmatively determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Clinical Quality Committee; not a chair. The Clinical Quality Committee is chaired by Dr. Sheldon M. Retchin and includes Schwartz, Devin O’Reilly, Jeff Shaner, and Robert M. Williams, Jr. .
• Independence: The Board determined Schwartz is independent under Nasdaq rules .
• Attendance: In FY2024, the Board met 4 times; Audit and Clinical Quality Committees met 4 times each. Each director attended at least 75% of Board and committee meetings. Independent directors also meet in executive session at each Board meeting .
• Tenure and classification: Class III director, term expires at the 2027 annual meeting .
• Controlled company context: Aveanna is a “controlled company” under Nasdaq, with Bain Capital and J.H. Whitney affiliates owning >50% voting power. The company utilizes the controlled company exemption for the Nominating & Corporate Governance Committee; Compensation is fully independent. This structure can affect board dynamics and committee independence .

Fixed Compensation

• Structure: Independent/non-employee directors receive $70,000 annual retainer; committee member retainers are $12,500 (Audit), $7,500 (Compensation), $6,000 (Nominating & Corporate Governance), and $6,000 (Clinical Quality). Committee chair retainers are $25,000 (Audit), $15,000 (Compensation), $12,000 (Nominating & Corporate Governance), and $12,000 (Clinical Quality). Annual RSU grant valued at ~$130,000; RSUs vest one year from grant. Board Chair receives $90,000 cash and ~$150,000 RSUs .

Director compensation (FY2024 actual reported):

Performance Compensation

• None disclosed for directors. Aveanna’s director compensation is cash retainers plus time-based RSUs; no performance-based metrics or PSUs for non-employee directors are disclosed .

Other Directorships & Interlocks

Note: The Board considered relationships in determining independence; Schwartz remains independent under Nasdaq despite UHC role . No UHC-specific transactions are disclosed in related-party sections .

Expertise & Qualifications

• Preventive Medicine board-certified physician; legal and public health training (M.D., J.D., M.P.H.) .
• Senior leadership in federal public health (Deputy Surgeon General) and military healthcare operations (USCG Rear Admiral) .
• Current commercial payor expertise via UnitedHealthcare Insurance Solutions .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold 4x annual retainer. Categories counted include directly/indirectly owned shares, unvested time-based RSUs, retirement accounts, and share equivalents; options and PSUs are excluded. Hedging and pledging are prohibited under the Securities Trading Policy .
• Compliance status: Company does not disclose individual compliance status; Compensation Committee monitors application of guidelines .

Governance Assessment

• Strengths

  • Independent status affirmed; Clinical Quality committee participation aligns with healthcare oversight expertise .
  • Strong medical, legal, and public health credentials; relevant for compliance and quality oversight in home care .
  • Director stock ownership guidelines (4x retainer) and prohibitions on hedging/pledging support alignment with shareholders .
  • Regular executive sessions of independent directors enhance oversight .
  • Transparent director pay; mix is reasonable with time-based equity, not options; total FY2024 compensation for Schwartz $206,000 .

• Watch items / potential RED FLAGS

  • Controlled company governance: sponsors’ majority influence and use of the nomination committee exemption may limit independent oversight in that committee .
  • Potential perceived conflict: Schwartz’s senior executive role at UnitedHealthcare (a key payor type for Aveanna’s businesses) could create information interlock concerns; however, company discloses no related-party transactions with UHC and maintains independence determinations .
  • Section 16 compliance: one late Form 4 filing was reported in FY2024 and FY2025 for Schwartz (and several other directors), each covering a single transaction; recurring lateness should be monitored as a signal of filing controls .

• Engagement/Attendance

  • Each director, including Schwartz, attended ≥75% of meetings in FY2024; Board met 4 times; Clinical Quality met 4 times .

• Shareholder Sentiment

  • Say-on-pay for NEOs (advisory) was approved “overwhelmingly” in 2024, indicating baseline support for compensation governance, though not specific to director pay .