Jerry Perchik
About Jerry Perchik
Jerry Perchik (age 67) is Aveanna Healthcare’s Chief Legal Officer and Secretary; he joined in April 2024 after 15+ years in senior legal roles across healthcare companies, and holds a B.S. in Accounting (University of Kentucky) and J.D. (University of Louisville’s Brandeis School of Law) . His pay is heavily at‑risk: FY24 annual bonus metrics were Revenue (30%) and Adjusted EBITDA (70%), yielding a 171% of target payout for him ($578,475), indicating strong execution on the company’s financial scorecard in 2024 . Company context: Aveanna’s disclosed TSR has been negative in all periods measured from an initial investment date of December 31, 2021, and the company reported net losses across comparable periods, framing a challenging equity backdrop despite improving incentive outcomes in 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MedQuest Associates | Chief Legal Officer | Aug 2023 – May 2024 | Senior-most legal executive overseeing corporate legal matters |
| CRH Healthcare, LLC | Chief Legal Officer | Mar 2021 – Aug 2023 | Senior-most legal executive overseeing corporate legal matters |
| Benevis Dental Practice Management Services | General Counsel and Corporate Secretary | Mar 2015 – Mar 2021 | Company’s top legal officer and corporate secretary |
| Almost Family | Senior Vice President and General Counsel | Not disclosed | Senior legal leadership |
| Gentiva Health Services | Senior Vice President and Deputy General Counsel | Prior to Gentiva’s acquisition by Kindred Healthcare (dates not disclosed) | Senior legal leadership |
Fixed Compensation
| Component | FY2024 target | FY2024 actual paid | Notes |
|---|---|---|---|
| Base salary ($) | $450,000 | $337,500 (prorated from April 29, 2024 start) | Prorated due to April 2024 start |
| Target annual bonus (% of salary) | 75% | n/a | Plan pays 50%–200% of target based on results |
Performance Compensation
Annual Non‑Equity Incentive (Cash Bonus)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | 30% | Not disclosed | Included in overall result | Overall payout: 171% of target; cash $578,475 |
| Adjusted EBITDA | 70% | Not disclosed | Included in overall result | Overall payout: 171% of target; cash $578,475 |
- Notes:
- Threshold/Target/Max payouts: 50%/100%/200% of target, straight‑line interpolation .
- Adjusted EBITDA is measured per the company’s 10‑K definition .
Long‑Term Incentives (Equity)
| Award type | FY2024 program design | Grant details (Perchik) | Vesting mechanics |
|---|---|---|---|
| RSUs | 50% of LTI mix | Outstanding unvested as of 12/28/24: 217,842 units; market value $1,015,144 | Cliff vest 3 years from grant; Perchik’s grant date April 29, 2024 |
| PSUs | 50% of LTI mix; performance based on annual Adjusted EBITDA achievable in any one year over the three years post‑grant; earned amounts vest at end of 3‑year period | Unearned PSUs outstanding (12/28/24): 108,921; payout value $507,572 | Earned based on annual Adjusted EBITDA; vest at end of 3 years |
- Additional program context:
- FY2022 PSU design included 50% weighting to 3‑year relative TSR vs the S&P Healthcare Services Select Index; FY2023 and FY2024 moved PSUs to Adjusted EBITDA only (no TSR component), with RSUs continuing 3‑year cliff vesting .
- Senior Management Retention Plan established in Q2 2023: 100% PSUs determined by reaching revenue and Adjusted EBITDA targets measured over four consecutive quarters prior to January 2, 2027; PSUs vest upon issuance when earned (plan aimed to offset equity value erosion from share price decline) . Footnotes to the Summary Compensation Table indicate “Stock Awards” reflect grant date fair values of RSUs/PSUs and may include a $750,000 senior management retention PSU award based on future targets; amounts follow ASC 718 .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (common shares) | Not listed with a share count; below 1% (“*”) as of March 11, 2025 |
| RSUs unvested (12/28/24) | 217,842 units; $1,015,144 market value |
| PSUs unearned (12/28/24) | 108,921 units; $507,572 payout value |
| Options | None listed for Perchik in Outstanding Equity Awards table (no option rows for him) |
| Hedging/pledging | Prohibited for executives and directors (no hedging, short sales, option trading, margin purchases, or pledging) |
| Ownership guidelines | Other NEOs: 3x base salary; 5 years to comply; unvested time‑based RSUs count; PSUs and options do not |
- Liquidity/overhang considerations:
- No option exercises or RSU vesting occurred for NEOs in FY2024 .
- RSUs and any earned PSUs from 2024 grants vest on a 3‑year schedule from grant (Perchik’s April 2024 grant implies vesting concluding in April 2027), suggesting potential supply at vesting events subject to trading windows and policy constraints .
Employment Terms
| Term | Disclosure |
|---|---|
| Agreement term | Employment Agreements have an initial 3‑year term and auto‑renew for 1‑year periods unless terminated |
| Termination for Cause / Voluntary resignation / Death / Disability | Accrued base salary, prior year earned bonus (if unpaid), pro‑rata current‑year bonus based on actual results, reimbursable expenses, accrued vacation, and any plan benefits per plan terms; no other severance |
| Termination without Cause or resignation for Good Reason | Severance equal to 1x base salary; plus an amount equal to the prior‑year annual bonus; subsidized health/welfare benefits until earlier of eligibility elsewhere or up to one year (or up to two years, depending on circumstances); payment of any equity that vested on/before termination in accordance with plan terms |
| Restrictive covenants | Confidentiality, non‑disparagement, non‑compete, and non‑solicit apply during employment and for one year post‑termination (extendable to 24 months at Company election) |
| Extended restrictive period economics | If Company elects to extend covenants to 24 months, executive receives 2x base salary and 2x prior‑year annual bonus as severance |
| Equity treatment on termination/CIC | No automatic acceleration of vesting under the 2021 Plan; the agreements provide for acceleration of equity awards upon certain circumstances in a change of control; 2017 Plan addresses option exercisability and limited additional vesting on death/disability |
| Clawback / Tax gross‑ups | No tax gross‑ups upon a change in control; clawback policy specifics not detailed in cited sections |
Investment Implications
- Pay-for-performance and retention: Perchik’s cash bonus paid at 171% of target on Revenue/Adjusted EBITDA metrics and sizeable unvested equity (RSUs and PSUs) tie near‑term cash and medium‑term equity outcomes to operational delivery, aiding retention through at least April 2027 vesting events .
- Alignment versus ownership: Beneficial ownership is de minimis as of March 2025, but ownership guidelines (3x salary within 5 years) and substantial unvested RSUs/PSUs create forward alignment; hedging and pledging are prohibited, reducing misalignment risk .
- Incentive design shift: The move from a 2022 design with 50% TSR weighting to 2023–2024 PSUs based solely on Adjusted EBITDA reduces market beta in incentives and concentrates management focus on operating performance; the 2023 retention PSU plan further aligns awards with revenue/EBITDA recovery milestones amid prior share price pressure .
- Change-of-control and severance: Standard market severance (1x salary + prior‑year bonus) with potential 2x economics tied to extended restrictive covenants, and no automatic equity acceleration under the 2021 Plan, mitigates windfall optics while preserving continuity incentives in strategic scenarios .
- Trading/overhang watch items: No option exercises or RSU vesting occurred in 2024; monitor potential selling pressure around 2027 cliff vesting and any PSU issuances under the retention plan if performance triggers are met before January 2, 2027, all subject to blackout windows and insider trading policy .
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