Jeff Shaner
About Jeff Shaner
Jeff Shaner (52) is President and Chief Executive Officer and a Class III Director at Aveanna, serving as COO from formation in 2017 before becoming CEO on January 1, 2023; he holds a BA in business finance and economics from the University of Pittsburgh and has 20+ years of home health operating experience including Gentiva and PSA Healthcare . Under his leadership, Aveanna reported 2024 revenue of $2,024 million (+6.8% YoY) and adjusted EBITDA of $183.5 million (+31.8% YoY), while TSR was negative versus a December 31, 2021 baseline (value of $62.97 per initial $100 by 2024; company reported net losses each year) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aveanna Healthcare Holdings | Chief Operating Officer; CEO; Class III Director | COO: 2017–2022; CEO: Jan 1, 2023–present | Led operational execution from formation; as CEO, liaison between Board and management, overseeing strategy and performance . |
| PSA Healthcare | Chief Operating Officer | Oct 2015–2017 | Scaled pediatric home care operations prior to Aveanna formation . |
| Linden Capital/Blue Wolf Capital | Operating Partner | Feb 2015–Oct 2015 | Operational oversight in PE healthcare portfolio . |
| Gentiva Health Services | President of Operations | Aug 2010–Feb 2015 | Led home health division operations nationally . |
| Healthfield (acquirer of Total Care) | Home Health Division Leader | 2000s (post-Total Care acquisition) | Built and led home health operations following acquisition integration . |
| Total Care Inc. | Operations Leader | Began 2000 | Early healthcare operations leadership foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings | — | — | No external public company directorships disclosed for Shaner . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $750,000 (36% increase YoY) |
Performance Compensation
Annual Cash Incentive (FY 2024)
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual Non-Equity Incentive | Revenue | 30% | Not disclosed | Company achieved above targets (committee interpolation) | Included in total payout 171% of target |
| Annual Non-Equity Incentive | Adjusted EBITDA | 70% | Not disclosed | Company achieved above targets (committee interpolation) | Included in total payout 171% of target |
| Target Bonus (% of Salary) | — | — | 100% | — | — |
| Actual Cash Bonus ($) | — | — | — | $1,285,500 | 171% of target |
Long-Term Incentive Program Design
| Year | Instruments | Performance Metrics | Vesting |
|---|---|---|---|
| 2022 | 50% PSUs, 50% RSUs | PSUs: 50% annual Adjusted EBITDA; 50% 3-year relative TSR vs S&P Healthcare Services Select Index | RSUs: 3-year cliff; PSUs: earned amounts vest at end of 3 years (TSR portion after Dec 31, 2025) |
| 2023 | 50% PSUs, 50% RSUs | PSUs: annual Adjusted EBITDA; can be met in any one year over 3-year window | RSUs: 3-year cliff; PSUs: earned amounts vest at end of 3 years |
| 2024 | 50% PSUs, 50% RSUs | PSUs: annual Adjusted EBITDA; can be met in any one year over 3-year window | RSUs: 3-year cliff; PSUs: earned amounts vest at end of 3 years |
FY 2024 Equity Grants (Shaner)
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| RSUs | Feb 14, 2024 | 518,154 | $1,248,751 | Time-based | Cliff vest 3 years from grant (expected vesting after Feb 14, 2027) |
| PSUs | Feb 14, 2024 | 518,153 | $1,248,749 | Annual Adjusted EBITDA | Earned performance vests at end of 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,970,274 shares (includes 1,916,648 options); 1.5% of outstanding . |
| Options (12/1/2017 grant) | 1,206,778 exercisable at $4.88; 1,206,778 unexercisable; expires 11/30/2027 . |
| Options (12/1/2017 additional) | 709,870 exercisable at $9.76; expires 11/30/2027 . |
| Unvested RSUs (by grant) | 12/29/2021: 180,000; 2/14/2022: 204,996; 2/14/2023: 701,823; 2/14/2024: 690,872 . |
| Unearned PSUs (by grant) | 2/14/2023: 140,365; 2/14/2024: 345,435 . |
| Stock Ownership Guidelines | CEO: 6× base salary; expected compliance within 5 years of appointment . |
| Hedging/Pledging | Prohibited for executives and directors; margin purchases/pledging prohibited . |
| Option/RSU Vesting Events | RSUs cliff vest on 3-year schedule; PSUs vest after 3 years based on performance; options generally 10-year term . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Initial 3-year term; auto-renews for 1-year periods or continues until terminated per agreement . |
| Termination Without Cause / Good Reason | Severance = 1× base salary; + prior year annual bonus; subsidized health/welfare benefits up to 1–2 years; payout of any awards vested/payable on/before termination per plan terms . |
| Death/Disability/Voluntary/Cause | Accrued salary; prior-year earned bonus; pro-rata current-year bonus (based on actual results) paid on normal schedule; reimbursable expenses; accrued vacation; plan benefits per terms; no other severance . |
| Restrictive Covenants | Confidentiality, non-disparagement, non-compete, non-solicit: 1-year post-termination; Company option to extend Restricted Period to 24 months with enhanced severance of 2× base salary and 2× prior-year bonus . |
| Equity Upon Change in Control | Under 2021 Plan, if acquirer does not assume/substitute awards, 100% acceleration prior to transaction; otherwise treatment at Compensation Committee discretion; no automatic acceleration upon termination/death/disability under 2021 Plan; employment agreements provide for acceleration in certain change-of-control circumstances . |
| Clawbacks/Tax Gross-ups | Governance policy: no tax gross-ups upon a change in control; hedging/pledging prohibited . |
Board Governance
- Director role: Class III Director; term expires at the annual meeting held in 2027 .
- Committee roles: Member, Nominating and Corporate Governance Committee; Member, Clinical Quality Committee .
- Independence: Shaner is not independent under Nasdaq rules; company avails “controlled company” exception so Nominating committee includes non-independent members; Compensation committee is fully independent .
- Attendance: Each director attended at least 75% of Board and committee meetings in FY 2024; Board held four meetings; independent directors meet in executive session regularly .
- Leadership structure: Chairman (Rodney Windley) is separate from CEO (Shaner), mitigating CEO/Chair dual-role concerns .
Director Compensation (Employee Directors)
- Independent/non-employee directors receive retainers and annual RSU grants; sponsor-affiliated directors did not receive compensation; employee directors (including CEO) are not listed in the director compensation table, indicating no separate director fees .
Compensation Peer Group and Say-on-Pay
- Peer group used by Aon in 2023 includes 14 healthcare services companies (e.g., Addus, Amedisys, AMN, ModivCare, Option Care, Surgery Partners, Pennant), applied for market context rather than strict percentile targeting .
- Say-on-pay: 2024 vote approved “overwhelmingly”; no material modifications to NEO arrangements following feedback .
Performance and Track Record
| Metric | FY 2024 Result |
|---|---|
| Revenue ($mm) | $2,024; +6.8% YoY . |
| Adjusted EBITDA ($mm) | $183.5; +31.8% YoY . |
| TSR vs $100 at 12/31/2021 | $62.97 by FY 2024; negative TSR across covered periods . |
| Net Loss | Reported net loss each covered year per pay-versus-performance table . |
Compensation Structure Analysis
- Cash vs equity mix: FY 2024 total compensation $4.54M comprised of $750k salary, $1.285M cash incentive, and $2.498M equity awards, highlighting strong at-risk/equity emphasis .
- Shift in metrics: LTI moved from including relative TSR (2022) to solely Adjusted EBITDA-based PSUs for 2023–2024, reducing market-risk exposure and emphasizing operational delivery .
- Governance safeguards: No re-pricing of underwater options; hedging/pledging banned; independent compensation consultant utilized; capped annual bonus payout at 200% of target .
Related Party Transactions and Conflicts
- Controlled company: Bain Capital and J.H. Whitney affiliates together hold majority voting power, influencing director nominations and governance exemptions; Nominating committee utilizes the Nasdaq “controlled company” exception .
- Sponsor-related business: Waystar software agreements; ~$0.4 million paid in FY 2024; terms represented as arm’s-length .
Risk Indicators and Red Flags
- Negative TSR since 2021 baseline despite improving EBITDA, creating potential pay-performance tension monitored via “pay versus performance” disclosures .
- Controlled company governance reduces board independence on Nominating, though Compensation committee remains independent .
- No hedging/pledging allowed; no CIC tax gross-ups; options not repriced; mitigates alignment risk .
Investment Implications
- Alignment: CEO has material equity exposure via RSUs/PSUs and legacy options; stock ownership guidelines (6× salary) and hedging/pledging bans support alignment, though specific guideline compliance status is not disclosed .
- Performance pay levers: Annual bonus heavily weighted to Adjusted EBITDA (70%) and revenue (30%); LTI PSUs for 2023–2024 vest on annual EBITDA achievements over a 3-year window, reinforcing near- to medium-term operating execution and potentially generating vesting-related supply around three-year cliffs (e.g., 2027 for 2024 grants) .
- Retention/Severance: One-year non-compete standard with Company option to extend to two years in exchange for 2× salary and 2× prior bonus—strong retention provisions that lower near-term departure risk; severance economics (1× salary + prior bonus) are moderate .
- Governance: CEO is not independent and sits on Nominating and Clinical Quality committees under controlled company exception; Chair/CEO split and independent Compensation committee mitigate some dual-role concerns .
- Trading signals: Watch for FY 2024 PSU/RSU 3-year vest events and option expirations in 2027 that could increase share supply; monitor say-on-pay outcomes and any future reintroduction of TSR in LTI to align with shareholder returns .