Robert Williams Jr
About Robert M. Williams, Jr.
Independent Class I Director at Aveanna Healthcare Holdings Inc. (AVAH), age 60, serving on the Board since 2017; prior board service at PSA Healthcare (2015–2017). Senior Managing Director at J.H. Whitney Capital Partners (joined 2000) and former partner at Duff & Phelps focused on governance-related issues. Education: B.A. in Economics (Bucknell University) and M.B.A. (Columbia University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSA Healthcare | Director | 2015–2017 | Board oversight pre–Aveanna formation |
| Duff & Phelps | Partner | Pre-2000 | Governance advisory specialization |
External Roles
| Organization | Role | Involvement/Notes |
|---|---|---|
| J.H. Whitney Capital Partners | Senior Managing Director; Investment Committee member | Affiliated sponsor of Aveanna; significant equity holder via J.H. Whitney entities |
| Project Iliad / JHW Capital Partners | Member / Senior Managing Director | Affiliated entities holding Aveanna shares (JHW Iliad; JHW Iliad II) |
Board Governance
- Committee memberships: Compensation Committee (member), Nominating & Corporate Governance Committee (member), Clinical Quality Committee (member). Chairs: Compensation—Devin O’Reilly; Nominating—Rodney D. Windley; Clinical Quality—Dr. Sheldon M. Retchin .
- Independence: Board affirmatively determined Williams is independent under Nasdaq rules .
- Controlled company status: Bain Capital and J.H. Whitney affiliates hold >50% voting power; Aveanna utilizes the controlled company exception for its Nominating & Corporate Governance Committee composition .
- Attendance: Board met 4x in FY 2024; each director attended at least 75% of Board and committee meetings. Independent directors meet in executive session regularly in connection with each Board meeting .
- Board leadership: Chairman (Rodney D. Windley) separate from CEO (Jeff Shaner) .
Fixed Compensation (Director)
| Component | Amount |
|---|---|
| Annual cash retainer | $0 (sponsor‑affiliated directors did not receive Aveanna compensation) |
| Committee membership fees | $0 |
| Committee chair fees | $0 (not a chair) |
| Meeting fees | $0 |
Note: Aveanna’s policy for compensated independent/non‑employee directors is $70,000 cash retainer plus committee fees and ~ $130,000 RSU annual grant (Chairman $90,000 cash and ~ $150,000 RSU), but sponsor‑affiliated directors (including Williams) did not receive these payments in FY 2024 .
Performance Compensation (Director)
| Equity Component | FY 2024 Grant Value | Vesting |
|---|---|---|
| Annual RSU grant | $0 (sponsor‑affiliated directors did not receive Aveanna equity) | N/A |
| Standard program (for compensated directors) | ~ $130,000 RSUs (Chairman ~ $150,000) | One‑year full vest |
Other Directorships & Interlocks
- Current public company boards: Not disclosed for Williams beyond Aveanna .
- Prior boards: PSA Healthcare (2015–2017) .
- Interlocks: Compensation Committee disclosures indicate no officer/director interlocks requiring Item 404 and no insider participation; Williams served on Compensation Committee along with O’Reilly, Gordon, and Rodgers; none were officers/employees during FY 2024 .
- Stockholders Agreement: Sponsors (Bain, J.H. Whitney) retain director designation rights; controlled company governance features in place .
Expertise & Qualifications
- Private equity investment leadership (Senior Managing Director, J.H. Whitney); Investment Committee experience .
- Governance advisory background (Duff & Phelps partner focused on governance) .
- Healthcare services board experience (PSA; Aveanna) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Robert M. Williams, Jr. | 5,775,467 | 3.0% | Includes 5,227,500 (JHW Iliad) and 547,967 (JHW Iliad II); Williams affiliated with J.H. Whitney entities; disclaims beneficial ownership except to extent of pecuniary interest . |
| Shares outstanding (Record Date) | 195,093,866 | — | As of March 11, 2025 |
- Hedging/pledging: Prohibited for directors (insider trading policy) .
- Director stock ownership guidelines: Non‑employee directors targeted at 4x annual retainer; measured categories include directly/indirectly owned shares and unvested time‑based RSUs; PSUs/options excluded .
Governance Assessment
- Alignment: Large beneficial equity stake via sponsor‑affiliated entities (3.0%) aligns Williams with long‑term shareholder value; hedging/pledging prohibited enhances alignment .
- Independence & committee roles: Board determined independent; serves on Compensation, Nominating & Corporate Governance, and Clinical Quality—key committees shaping pay, governance, and compliance .
- Controlled company risks: Sponsor control (designation rights; combined >50% voting power) and use of controlled company exception for Nominating & Corporate Governance can constrain minority shareholder influence; mitigants include fully independent Compensation Committee .
- Attendance/engagement: Met the >75% attendance threshold; independent director executive sessions occur regularly—positive for oversight quality .
- Director pay structure: Sponsor‑affiliated directors (including Williams) received no cash/equity from Aveanna in FY 2024; while avoiding cash conflicts, this places primary incentive alignment through sponsor-held equity rather than direct director RSUs .
- Related‑party transactions: Waystar software relationship tied to Bain Capital affiliates (minority position) with ~$0.4M FY 2024 payments; governance agreements (Stockholders & Registration Rights) codify sponsor rights—no director‑specific self‑dealing disclosed for Williams .
- Shareholder signals: 2024 say‑on‑pay passed with strong support (For: 169,424,014; Against: 119,091; Abstain: 21,953; Broker non‑votes: 8,364,952), indicating investor confidence in compensation oversight; Board reported overwhelming approval and no modifications to NEO pay .
- Compliance: No delinquent Section 16(a) report noted for Williams; several other directors had one late Form 4 each .
RED FLAGS
- Controlled company structure and sponsor designation rights (potential influence over board composition and nominations) .
- Nominating & Corporate Governance Committee includes non‑independent members under controlled company exception (governance quality risk vs an all‑independent committee norm) .
- Sponsor‑affiliated equity holdings and director non‑compensation can bias oversight toward sponsor priorities; however, independent status and committee compositions provide mitigants .
Positive Signals
- Independent determination under Nasdaq, regular executive sessions, and fully independent Compensation Committee .
- Strong say‑on‑pay support in 2024—confidence in compensation governance .
- Prohibitions on hedging/pledging, stock ownership guidelines for directors, and robust compliance programs .
; 8‑K voting results .]