Patrick Cunningham
About Patrick Cunningham
Patrick Cunningham is Aveanna’s Chief Compliance Officer; age 69 at the time of the 2025 proxy, he joined Aveanna in 2017 after senior compliance and hospice leadership roles at PSA Healthcare and Gentiva Health Services . He is a registered psychiatric nurse and state-registered nurse, with a BA in health administration from the Institute of Public Administration (Dublin) and an MS in Nursing from Yale University . Company performance context during his tenure: Aveanna reported 2023 revenue of $1,895 million and Adjusted EBITDA of $139.2 million, while total shareholder return (TSR) was negative across covered periods and the company reported net losses over those periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PSA Healthcare | Vice President & Chief Compliance Officer | 2013–2017 | Led corporate compliance for pediatric homecare operations . |
| Gentiva Health Services | Vice President, Hospice Division | 2004–2013 | Oversight of hospice operations and compliance in a national home health/hospice platform . |
| Behavioral Health Homecare Program (CT) | Program Leader | Not disclosed | Led therapeutic and preventive healthcare services in homecare behavioral health . |
External Roles
Not disclosed for Patrick Cunningham in the company’s proxy statements .
Fixed Compensation
Not disclosed for Patrick Cunningham (not listed among Named Executive Officers (NEOs) whose salary and bonus are detailed) .
Performance Compensation
Not disclosed for Patrick Cunningham. Company NEO incentive design (for context):
- Annual bonus metrics: Revenue (30% weight) and Adjusted EBITDA (70% weight); payouts interpolated 50–200% of target based on performance .
- Long-term equity incentives: PSUs and RSUs; PSUs tied to annual Adjusted EBITDA (2023 grants) or split between annual Adjusted EBITDA and 3-year relative TSR (2022 grants); RSUs 3-year cliff vest; options 10-year term with 50% time-based and 50% performance-based vesting based on share-price hurdles (historical option structure) .
Equity Ownership & Alignment
- Beneficial ownership by Patrick Cunningham: Not individually disclosed in beneficial ownership tables; he is not listed among directors and NEOs shown in those tables .
- Hedging/pledging: Company prohibits hedging, short sales, margin purchases, and pledging by officers, directors, employees, and controlled entities (reduces alignment red-flag risk) .
- Stock ownership guidelines: Apply to non-employee directors (4x retainer) and NEOs (CEO 6x salary; other NEOs 3x); participants have up to 5 years to comply; unvested/unexercised options and PSUs excluded from compliance calculations (Patrick not in NEO group; applicability to him is not disclosed) .
Employment Terms
- Governance/reporting: The Chief Compliance Officer reports at least quarterly to the Board’s Clinical Quality Committee on compliance and regulatory risks and mitigation efforts .
- NEO employment agreements (company framework for senior executives; Patrick’s specific agreement not disclosed): Initial 3-year term with auto-renewal; severance for termination without cause/good reason equal to 1x base salary plus prior-year bonus and continued benefits; restrictive covenants (confidentiality, non-compete, non-solicit) typically apply for 1 year, extendable to 2 years with enhanced severance of 2x salary and 2x prior-year bonus; equity awards under the 2021 Plan do not automatically accelerate on termination; change-in-control treatment at Compensation Committee discretion, with acceleration if awards are not assumed by acquirer .
Performance & Track Record
Company-level pay-versus-performance and TSR context:
| Year | Compensation Actually Paid to PEO ($) | Avg Compensation Actually Paid to Non-PEO NEOs ($) | TSR – Value of Initial $100 Investment ($) | Net Loss ($ millions) |
|---|---|---|---|---|
| 2021 | (6,685,321) | (3,417,587) | 49.33 | (117.044) |
| 2022 | (2,617,361) | (3,033,177) | 5.20 | (662.034) |
| 2023 | 5,688,936 | 3,961,605 | 17.87 | (134.524) |
Additional qualitative context:
- The 2025 proxy notes TSR was negative in all periods measured from an initial investment date of December 31, 2021; compensation actually paid turned positive in 2023 while net losses persisted across covered periods .
- 2023 operational achievements include $1,895 million revenue and $139.2 million Adjusted EBITDA, expanding preferred payor partnerships, reimbursement rate improvements across 19 states in PDS, and HHH division improvements post-EMR integration .
Compensation Committee Analysis
- Compensation Committee composition: Christopher R. Gordon, Devin O’Reilly (Chair), Steven E. Rodgers, Robert M. Williams, Jr. .
- Independent consultant: Aon’s Human Capital Solutions supported 2023 decisions, including a 2023 peer study; committee retains authority over consultants .
- Compensation benchmarking peer group (2023 study): Acadia Healthcare, Addus HomeCare, Amedisys, AMN Healthcare, ModivCare, National HealthCare, Option Care Health, Pediatrix Medical Group, Chemed, Cross Country Healthcare, Enhabit, RadNet, Surgery Partners, The Pennant Group .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay: Stockholders overwhelmingly approved the advisory vote on NEO compensation; Board determined no material modifications were needed .
- Board recommendations: Board recommended “FOR” say-on-pay proposals in the 2024 and 2025 proxies .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for all officers; mitigates misalignment risk .
- Legal proceedings: Directors and executive officers “are not parties to any material legal proceedings” per proxy disclosure .
- Equity program changes: A senior management retention PSU plan was introduced in 2023 to counter deterioration in equity value from share-price declines—indicates retention focus amid stock pressure .
Expertise & Qualifications
- Clinical and compliance expertise: Registered psychiatric nurse; extensive compliance leadership across pediatric homecare and hospice sectors .
- Education: BA in Health Administration (Institute of Public Administration, Dublin); MS in Nursing (Yale University) .
Investment Implications
- Alignment and retention: As Chief Compliance Officer, Patrick is critical to regulatory risk management; however, absence of disclosed individual compensation and ownership data limits pay-for-performance and “skin-in-the-game” assessment for him specifically .
- Governance and risk posture: Quarterly compliance reporting to the Clinical Quality Committee and company-wide prohibitions on hedging/pledging reduce governance red flags; no material legal proceedings disclosed for executives .
- Company performance backdrop: Despite 2023 revenue and Adjusted EBITDA improvements, historical TSR and net losses suggest ongoing execution risk; the move to retention PSUs underscores management’s need to sustain and incentivize leadership stability in a challenging equity environment .